Spider-Man Homecoming: The Aftermath
by Optimistic-Woodland-Pixie
Summary: **Spider-Man: Homecoming Spoilers** Weeks have passed since homecoming night and Peter is still attempting to get a grip on things. His secret is out now and Aunt May knows that he's Spider-Man. He expected the outcome. What he didn't expect was to be okay with it. With everything that has happened, Peter doesn't know whats worse: Being the hero or not being one at all.
1. Chapter 1

**Authors Note: I do not own any Marvel characters so all rights go to the respective owners and creators and all that jazz.**

 **Okay, so I will be honest. I am incredibly new to the MCU so I am sorry if the story does not completely line up with the universe it has come from. I just fell madly in love with the Spider-Man: Homecoming movie and it made me want to watch all the Marvel movies so I can see Tom Holland in Avengers: Infinity War while also having an idea of what is going on at the other parts of the movie. I really liked the movie and this little idea came to my head so I decided to write it up and post it. I have actually started writing multiple chapters for this, but I refuse to make any promises. This might just be a one/two shot. It really depends on what my mind conjures up and if I like where it is headed.**

 **Well, anyway. That is the end of my spiel. Thank you for clicking on this story and I hope you enjoy. Please feel free to give feedback if you feel so inclined. I greatly appreciate when people give me their feedback, whether its nice or critical, so I can improve my writing!**

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Chapter 1

It had been a few weeks since the Vulture incident and Peter Parker was still feeling overwhelmed by it all. Aunt May had figured out about his secret and Peter could not stutter out a suitable, believable lie for the life of him. She had been extremely mad upon hearing that he was the "Friendly Neighbourhood Spider-Man". She had been fueled by rage because of his lying but also by worry and fear because Peter had been putting himself in danger for months. She had promptly grounded him and declared that he was never allowed to wear that suit again for the rest of his life. Now every time he was around Aunt May he felt guilt because he knew she was beating herself up because of _his_ own choices and actions. She hovered more now. But Peter had stuck to his word and hadn't touched the suit since his revelation. He also hadn't seen or received any calls or texts from Mr. Stark since he had offered him a spot on the Avengers and he had turned it down. The lack of communication bothered Peter, but he tried to keep his mind off it. If he let his thoughts linger too long he would overthink everything and would end up feeling miserable about himself. He could barely handle his guilt about Aunt May and it was pure torture to think that Mr. Stark thought he was a disappointment too.

He also spent a lot more time at school. He rejoined all the extra curricular activities that he had quit upon pursuing so much time patrolling as Spider-Man. When he was free, he would spend an ample amount of time hanging out with Ned and Michelle (except he had the privilege of calling her MJ now). If he wasn't busy with them, he found himself continuously spending hours dedicating his time to homework and extra credit assignments. To everyone around him it just seemed that Peter was an overachiever and was doing his best to succeed academically. But really, Peter was trying to fill a gap in his life in the only way he knew how: with distractions. By the end of the day he was normally too tired to dream or overthink things, which was nice because at night he was plagued with nightmares about what had happened when he had taken on the Vulture solo.

He tried not to let the bad dreams affect him so much, but he was pretty sure they were a crucial part in why he was so hesitant about being an Avenger right away and why he hadn't been itching to put the suit on again. He loved the idea of being a superhero, but he hadn't really realized the seriousness of the risks.

He sighed and ran a hand over his face as he rolled over onto his back. It was close to ten in the evening and he couldn't stop thinking about everything. It was Friday. May was at work, Ned was on a family outing, and MJ was doing whatever MJ normally does on Friday nights. Peter had to admit, even though they had started getting closer since homecoming night, he still didn't know that much about her. Maybe she also had superhuman abilities and they could team up and solve crimes together. He managed a weak chuckle at that thought and couldn't help when his eyes shifted to where he had poked the Spider suit away. He missed talking to Karen, the AI Mr. Stark had programmed into his suit. And he missed the view of Queens at night from the tall heights of the buildings. Honestly, he just missed being Spider-Man without feeling bad about it. He sighed once again and checked his phone. No new messages, as per usual. He looked out his window. Every time Peter remembered the little things about being Spider-Man, his entire being seemed to ache. But then when the mere thought of what could happen if he put the suit back on surfaced in his brain, his blood ran ice cold. But the part of him that was fueled by fear was being quiet tonight.

Peter played with the idea in his mind... One night back in the suit wouldn't be too bad, would it?

Before he could even register what he was doing, he was across the room and was hauling on the suit. It was comfortable and fit him perfectly. He smiled at himself in the mirror and felt more at home than he had felt in weeks.

"Okay Peter… Just a few swings around the block… and then you're retired," He spoke to himself in the mirror, pointing a finger at his reflection. He gave himself a serious look before breaking into a goofy grin as he hauled the mask over his face. He knew Aunt May would be pissed if she found out, but she wasn't home so… what was the harm?

He was greeted with Karen's voice.

"Well hello Peter. It has been 3 weeks since you've suited up." She informed him.

Peter let out a heartfelt sigh. "God, I missed you Karen."

"Well I am flattered," Was the AI's response. Peter laughed a little because for an artificial intelligence, he could hear the amusement behind it's voice. "I've missed you too. Why haven't you been active lately?"

Peter sighed, heading to the window after making sure he had his web capsules and he had locked the door. "Aunt May found out about my identity and has forbade me from ever putting the suit back on."

"And here you are, back in the suit." Karen stated. Peter rolled his eyes.

"I just need to get out for a bit… I need to be Spider-Man for a bit." Peter explained with a certain conviction in his voice.

"I was not judging you Peter. I was just saying—"

"Yeah, yeah, I get it," Peter cut the voice off and climbed out onto the windowsill. He didn't know where he was going... but he was going somewhere. He let out a soft breath and shot the first string of web that he had in weeks on a nearby building. He couldn't help but laugh and let himself fall, swinging through the air.

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"You seem to be enjoying yourself." Karen said after Peter had made some distance away from his little apartment in Queens.

"Yeah, it's been awhile," He admitted, trying to not let this moment of happiness fade at the thought of how he had been spending his days for these past couple weeks. There had been a few local news stories done on the "disappearance of Spider-Man" and how little crimes had started to become a much more rampant thing since the little Spiderling was not there to stop them. Things like robberies and muggings. He didn't know how many times he had heard reporters mumble out the "You don't know what you have until it's gone" line. Peter had felt guilt about that, but every time the stories would pop up on the TV he seen the way Aunt May promptly focused on whatever she was doing even more and how she wouldn't even look in Peter's direction. And that guilt bothered Peter much more. It stung. And it hurt a lot more than he was willing to admit.

Peter decided to stop swinging for a bit, landing in a little alleyway between a local sandwich shop and a bank. He was honestly feeling a bit peckish because he had to make himself supper tonight and the best he could come up with was a microwave TV dinner. But he knew he couldn't go out in actual public as Spider-Man. Swinging through the town at night was one thing but walking in somewhere where civilians were, likely with phones with cameras, wasn't something he could do. If that managed to make its way to the headlines (which it would seeing Spider-Man hadn't been seen for weeks) it would be the end of Peter. May would gut him like a fish.

He pulled his mask up a bit, breathing in deeply. He regretted it and ended up coughing a fair bit as he got a whiff of the dumpster behind him.

"Jesus, what the hell do they make sandwiches with here?" Peter whined. He quickly hauled the mask back down over his mouth. It was a putrid scent. He sighed as he heard Karen start listing off the normal ingredients at a sandwich shop.

"It was a rhetorical question, Karen." Peter snapped, head whipping around when he heard the metallic clanking of something land behind him. Peter spun around as fast as he could, preparing to fight whatever was behind him. He caught himself just in time before he shot webs out at the Iron Man suit behind him. His heart was racing, and Peter tried to calm himself down. It was just Mr. Stark… Not some intense and scary winged monster.

"Peter, what are you doing out parked in an alleyway?" Mr. Starks voice radiated through the suit before the mechanics flipped the mask back revealing the actual face of Anthony Stark.

"Mr. Stark!" Peter exclaimed. "I uh, was just out for an evening walk?" He mentally winced at the way his statement had turned into a question.

Tony tilted his head and hummed. "An evening walk? In your Spider-Man suit?"

Peter sighed and shrugged. "Yeah, why not? You can't tell me you don't spend hours in your suits just because you want to."

Tony gave Peter a look. "I'm more interested in why you're using your suit for walking purposes rather than patrolling around." The older man crossed his arms and looked down at the teenager, like a parent getting ready to scold their child over something small and stupid. However, Peter had a strong suspicion that this lecture wasn't going to be about anything small or stupid if he was reading Mr. Starks facial expressions and body language correctly.

Peter put up his hands in surrender, "Mr. Stark—"

"What? I give you a new suit and you just stop being Spider-Man?" Tony asked, taking another step forward. His hands moved to his hips and Peter's brain searched for a decent answer to give the man. Before anything came to mind, Tony had continued.

"What? Is the suit not enough for you? I congratulate you on a job well done and even offer you a spot on the Avengers, which you turned down by the way, and then you hang up the mask? What happened to wanting to look out for the little guy? Huh?" Tony kept ranting as Peter just let all the words sink in. He was already feeling pretty bad about himself but listening to Tony chew him out without even giving Peter a chance to explain himself was just rubbing him the wrong way. Mr. Stark had it all wrong and the young teenager wanted to set the record straight.

"You finally get my approval and then you give up? What kind of messed up, reversed psychology is this?"

Tony's last statement was a slap in the face to Peter and it just so happened to be the thing that brought Peter to his breaking point. He had been holding all his emotions in for three God damn weeks and all rationality went through the window as he opened his mouth.

"Look Mr. Stark," Peter all but hissed, too in the moment to be surprised at the edge in his voice. "I am so tired of you swooping in and acting like this! You set limits for me that don't even _allow_ me to prove myself to you, and when I go out of my way to try and do the right thing, I get _reprimanded!_ And we _both_ know you only offered that position on the Avengers because you felt bad about the Vulture thing!"

Tony's mouth dropped, and Peter's eyes widened as he realized what words just flew out of his mouth. God, did he really just scream at Iron Man? The man he had been looking up to since he was in kindergarten? His idol?

"Mr. Stark… I am so sorry…" Peter blurted out, his voice much softer now. He took a small step back, running a hand over his face. When did that thought even cross his mind? The spot on the Avengers was given out of pity or sympathy? No. That couldn't be right. The Avengers was a huge deal… Mr. Stark wouldn't recruit him just to make him feel better about taking away his suit. Getting back the suit seemed like a plausible way for Tony to make amends about the Vulture thing. But there was no way the offer to join the Avengers had been because Tony felt guilty… Right? Peter felt a sinking feeling in his stomach. Now that the thought had been vocalized it was nagging Peter. Maybe his subconscious thoughts were right.

"Kid," Tony spoke, obviously surprised at the turn this conversation had taken. "I offered you the position because you proved you were worthy enough to be an Avenger… with the Vulture thing that happened." He tried to explain but was unable to get a reading on what the kid was thinking with that mask over his face.

"Really?" Peter asked. The heat had left his voice but it was laced with an odd combination of hope and skepticism.

"Yeah. Really. And I gave you the suit back, new and improved, because you deserve to have the suit," Tony finished and tilted his head at Peter. "Can you take that mask off while I'm talking to you?"

"Please," Tony added as an afterthought as Peter's hands scrambled up to his face and he tugged the mask of immediately.

"Oh, of course, Mr. Stark... I'm sorry," Peter stumbled on his words as the mask left his face. He stared up at the older man in with a look that was unreadable. He didn't know what to say, but a small part of him felt like Tony was lying to him to spare his feelings.

"You can stop apologizing kid. You have nothing to apologize for. I mean, yelling at me was kind of uncalled for…" Tony watched Peter and stopped him as he opened his mouth, no doubt to apologize again.

"I was surprised though that I never even got a text from you about the adjustments I added to your suit. Even a bit more surprised that the TV keeps blaring news stories about your alternate persona and how it's gone missing."

Peter shifted from foot to foot awkwardly as Tony continued to stare him down. "For a Friendly Neighbourhood Spiderling, you get a lot of publicity. And your absence is duly noted." Tony finished, feeling like he was talking to a wall at how quiet Peter was being.

"And your absent because?" Tony prompted, seeing he was getting nowhere with the fifteen-year-old.

Peter sighed and looked around, "Can we talk somewhere else? It reeks down here."

Tony nodded in agreement and Peter lead them up to a rooftop with a decent view that was close by. Peter plopped himself down on the edge, letting his feet dangle. Tony slowly joined him after stepping out of his Iron Man suit to sit next to him, person to person. They sat in silence for a bit as Peter tried to figure out what to say and get the courage to actually say it. Tony waited impatiently, figuring the ball was in the kid's court now and if he wanted to talk he would.

Peter finally let out a breath he didn't realize he was holding and rubbed his hands down his thighs. His voice was quiet when he spoke, and he didn't dare look in Mr. Starks direction.

"It's been a really rough couple of weeks, sir," He admitted.

"Do you want to enlighten me on why? Rough enough to keep you from your favourite Spider suit?" Tony asked, trying to lighten the mood. However, it seemed his attempts were weak because Peter only shrugged. That worried Tony a bit. The kid had a great sense of humour and was always trying to make Tony like him more by nodding and laughing at his jokes. Peter normally radiated with his happy and childish personality. He was constantly making pop culture references that Tony never really understood (but Peter found himself hilarious). But now he was staring out at the city with a solemn look on his face and he didn't seem to be nearly like the Peter Parker that Tony had recruited for the "Stark Internship".

"Well, uh. For starters, Aunt May found out about me," Peter finally looked at Tony. "She knows I'm Spider-Man."

Tony nodded slowly, starting to understand why the wind had been knocked out of the boy's sails. He remembered how adamant Peter had been about May not finding out about his abilities when Tony had visited him the first time. No wonder why the kid hadn't been active lately.

"She was pissed," Peter continued, his eyes trailing down to watch as he fiddled with his mask between his fingers. "She grounded me forever and told me I couldn't… be Spider-Man anymore... basically." He snorted after the last word and shrugged.

"And you listened?" Tony was kind of surprised. Whenever he gave Peter orders, Peter had the tendency to do the complete opposite. But he knew how much Peter cared about his Aunt May and decided he shouldn't be surprised at all. She was a beautiful woman, but she was certainly intimidating when it came to Peter.

Peter just nodded in response and looked at Tony again. "It wasn't easy, but I thought I should lay low for a bit." Peters gaze shifted back to the city lights. He hated the way Tony was looking at him. It made him feel even worse because he couldn't tell if it was empathy or sympathy that he was looking at him with and he didn't want Mr. Stark to pity him.

"Just until Aunt May accepts it." He wanted to laugh at the bitter irony of it all. May would never accept it. He bit his lip and shook his head as he looked down at his hands once more. He didn't really want to talk about the complicated relationship him and his aunt shared with death. Peter had lost many people in his life and so had May. It had taught them things that they never really wanted to know. It shaped the way they viewed the world. It made Peter want to reach out and help people in need. Hopefully he could prevent the unfortunate things that didn't have to happen but did. He didn't feel like he could sit idly by, not with his powers. But Aunt May clung to people like magnets. With what she knew about loss, she constantly worried herself sick and she held people too close so she couldn't lose them. Which is why Spider-Man had been a secret... Not anymore though.

"Hey, kid? You with me?" Tony snapped his fingers in front of Peters face and Peter was hauled out of his spiraling thoughts.

"What? Oh… Sorry Mr. Stark," Peter apologized as if it was second nature honestly. Tony had to stop himself from rolling his eyes.

"Hey. Stop apologizing," He said, eyeing Peter for a moment longer. "Look, I know being a hero isn't easy kid. Trust me, I know. And not everyone is going to want you to be. But… you're really good at it."

Peter shrugged but smiled weakly, "Thanks Mr. Stark. But, I don't really feel like much of a hero." He sighed.

He had given up; resigned. Now he was just plain old Peter Parker. All he did now was make Lego sets with Ned and study for tests weeks before they were to happen. Or he spent hours at decathlon practice or the hundred other clubs he was in that he didn't even enjoy.

It hurt Tony seeing Peter doubt himself so much. The enthusiasm and excitement that radiated off the boy had been completely sapped from him. Hell, it had been a few rough weeks for him, hadn't it? Tony barely recognized the young man sitting in front of him.

"You know, Pete," Tony said, resting his hands back on the roof. He sighed a little, "I'm going to drop a little wisdom on you, okay?"

"Okay," Peter said, a small smile creeping on his face as he gave Mr. Stark his undivided attention. It meant a lot to him that his mentor was taking the time to help cheer him up.

"Not all superheroes feel all that super a lot of the time, you know?" Tony started, continuing when he seen Peter nod. "We all have our highs and lows, and that's because we're human. You don't have to be on top of things 24/7. You can take a break and be mad and be upset. But you can't just give up."

A few seconds passed and as Peter opened his mouth to speak, Tony cut him off. "You know why I recruited you, Peter?"

"Uh… Because I have super abilities?" Peter guessed as if the answer was obvious.

"Well… Yes. I was impressed by your physical capabilities. But, what impressed me more is your potential, Pete." Tony explained, watching the kids eyes light up. "You told me your motive. Your drive. The reason why you became Spider-Man… and as far as reasoning goes, yours is the best I've ever heard."

"Really? I mean… Really Mr. Stark?" There was the brightness that had been lacking from Peters persona.

He was really struggling to stop himself from smiling as he sputtered on. "I mean, come on. My reasoning can't be better than Captain Americas… Or yours… Or everyone elses..."

Tony chuckled, "It's a pretty damn good reason Parker. Look, all I'm saying is, your heart and head is in the right place. And look, anyone could put on that Spider suit Peter… But what makes Spider-Man _Spider-Man_ , is the person inside of it."

Peter bit his lip, having an overwhelming urge to hug Tony Stark and thank him a gazillion times over. "Thank you... Mr. Stark… It... It means a lot."

"Oh, don't start crying on me." Tony teased, standing up from the ledge and helping Peter up as well. He smiled at the young man as he quickly came to his defenses.

"I'm not crying!" He wiped at his eyes just to make sure which made Tony laugh.

"So… are you planning on putting that suit to good use anytime soon?" Tony asked, tilting his head at Peter with a curious look.

Peter sighed. "I don't know. I feel guilty about not patrolling but then I feel guilty about being Spider-Man... And... I can't really win." He let his shoulders slump. He looked out over the city again before looking back up at Mr. Stark.

"If you want, I could talk to your Aunt—"

"No!" Peter's eyes widened. "Don't bring it up. At all."

Tony put his hands up in surrender. "Alright kid. Your life, your rules. But really, you shouldn't let your anyone hold you back from what you want to do, Peter. Even if it's your aunt."

Peter bit his lip. He knew Mr. Stark had a point but part of him felt safer as just Peter Parker right now. Every time he thought back to homecoming night, all he could think about was the Vulture. And sure, he had his suit back now. But it didn't soothe Peter much at all knowing that there were plenty of other villains out there that could do much worse than drop a building on him and he didn't want to have a target on his back.

"Hey, kid? I lost you there again." Tony snapped his fingers, watching Peter jump as he came back to focus on what was right in front of him. The kid kept zoning out in the middle of their conversations which was really starting to annoy and worry Tony. What was he thinking about in that brilliant head of his?

"Well I mean, Mr. Stark. She is my guardian, and I am fifteen. So, she kind of can." Peter said weakly, trying to play off his sudden absence from the conversation.

"I mean it kid. I know how much being Spider-Man means to you. And just because your aunt doesn't support that right now doesn't mean you should drop it. People need you." Tony patted him on the shoulder, looking him over a bit worriedly. Peter just nodded in response, clearly wanting to drop the topic. He did manage to mumble out a quick thank you though. His aunt and uncle had raised him with manners.

"What's that old cheesy line? With great power comes great responsibility?"

"I mean, I wouldn't call it cheesy, Mr. Stark." Peter piped up, feeling more like himself after the conversation they just had. "It's a very relevant line. It's truth."

"Yeah, you're right." Tony smiled at him, walking back towards his Iron Man suit. "Well, Peter. It's getting late. You should be getting home."

"You know, you can come to the compound tomorrow. A bit more time actually doing intern stuff probably won't be too bad for you." Tony suggested, not wanting to step into the suit until they were finished talking.

Peter paused, looking deeply confused, "But the internship was a cover for—"

"Well, maybe we should change that." Tony stated, watching as Peter's mouth dropped and he resorted to gaping at him, speechless.

"Are-Are you serious?!" Peter's eyes were wide with excitement but his voice was barely audible, as if he were in shock. Which he probably was.

"Yeah. Like I said, you got potential kid. And besides, I really am interested in the formula you have conjured up for that web stuff. Maybe you could help me out with a few things in the lab…"

Peter was almost squealing with excitement. Tony Stark wanted to collaborate with him. Tony Stark wanted to _WORK_ with him. He swallowed it down, trying to play it cool.

"I don't know Mr. Stark. I'm grounded, remember?" Peter laughed a little, hoping his voice wasn't giving him away before shrugging for extra effect.

"Well that's a shame. We were really starting to miss you." Tony announced as he moved to step into the suit. The suit enveloped him, but over all the metal clanking, he still heard Peter calling out to him.

"Wait… You miss me?" the hope and excitement back in the kids voice was painfully obvious and made the older superhero chuckle.

Tony smirked before putting on a serious face and moving the mask back. "By we I meant Happy… and just Happy."

Peter smiled, knowing the difference, "Well let him know I miss him too." He joked, slipping the mask back over his head. The teen turned to make his exit when he heard Tony take a step forward and call out his name. He turned back.

"You know, if you ever need anyone to talk to, you can call me."

Peter blinked, surprised. "Really? But aren't you like super busy? I mean, you're _Iron Man_ "

"I can make time," Tony assured him seriously, giving him a tight smile. He wasn't good at affection, but he could tell the kid looked up to him and the least he could do was give him the time of day… considering his situation. It's not like Tony _cared_ or anything. Peter was nothing more than an intern. At least, that's what Tony kept telling himself. His actions… however, did not line up with his thinking and it conflicted him just a bit more than he wanted it to.

"Take care of yourself, okay?" He added, pausing for a few seconds before he spoke once more. "And Peter, don't feel guilty about being Spider-Man, you're doing a great job."

Peter felt something inside his heart swell and he couldn't help the goofy grin that plastered his face under the mask. His idol was praising him for his efforts and kind of letting it know that he cared. Well, he said he'd make time for him. And he clearly already made moves on this statement as the older man had sought him out and then sat and talked with him for such a long time. Peter doubted Tony Stark would ever explicitly state he cared about anyone except Pepper Potts. But Peter let himself be content with how he thought the events had played out.

"Thank you… Mr. Stark, it means a lot," Peter gave him a quick wave.

"If you're coming, I want you over by ten tomorrow morning, okay? And you better bring coffee and donuts, Okay Peter?"

Peter smiled even more, so much his face hurt. "Sure thing Mr. Stark, I'll see you tomorrow!"

With that, Peter started his journey back home to his little apartment in Queens. Where his Aunt May would be. Sitting on his bed. waiting for the teenage boy in the Spider-Man suit to slide in through his partially open window. And boy, she was _NOT_ happy.

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 **Thanks for reading!**


	2. Chapter 2

**Authors Note:** **Well I'm back again with another chapter for you guys. Thanks for all the support that I have received so far, it means a lot. I haven't written in awhile so it's always nice to see that people still enjoy reading my work when I do publish. Anyways, I am trying my best at sticking to the characters we all know and love, but once again I'm new to the MCU and I know I've probably taken the plot in a direction that doesn't exactly line up with the actual Spider-Man story line, but I took the risk and I'm glad I did. I think it helps achieve what I'm going for here, so I'm proud of it.**

 **Also, shout out to Hugh Sutherland for reviewing! I tried really hard to convey the personalities the actors have for their characters through my writing so I'm glad you could picture them doing the scene that happened in the previous chapter!**

 **Alright. Enough of my ramblings. Feel free to share your feedback with me if you have any!**

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Chapter 2

Peter had not been expecting his Aunt May to be sitting on his bed when he came home from his little night outing. He had managed to get back to the apartment in one piece and had wiggled the window to his bedroom open a bit more before he slipped through. He began crawling up the walls and onto the ceiling as he normally did when he came home from being Spider-Man. He was still on a high from his conversation with Mr. Stark. His mind was clear and for the first time in such a long time; he felt sure of himself and what he wanted to do. However, the feeling left him instantly the second he heard his aunt bark his name. He startled and fell from the ceiling, crashing to the ground with a thud and a loud groan. May's eyes widened in worry and she almost asked if he was okay, but she didn't want to break her stance. She had every right to be angry with him right now and letting her worry show would somewhat soften the blow of the rant she had been planning out now for at least an hour.

"Aunt May?!" Peter said, staring at her in disbelief. His voice was strained due to the impact of the fall (which had knocked the air out of his lungs, but it was coming back now). Other than that he sounded fine, only mildly surprised. He slowly got to his feet, rubbing his chest a little as he did. "What are you doing here? I thought you were working until morning?"

She glared. _The nerve of this kid_ , she thought.

"I got off at 12 actually." She stated coldly, not entertaining his behaviour in the slightest. "I think the better question is WHERE THE _HELL_ WERE YOU?"

Peter stood straighter at the change of volume in May's voice. In a mere three seconds she had went from speaking low and emotionlessly to screaming at him with a fury that made Peter want to crawl back up on the ceiling. She stood from his bed, swiftly walking over and tearing the mask off Peter's head. Peter winced a little at the sheer harshness of the movement but fell into silence when May spoke again.

"What the hell are you doing?! I told you to stop this! No more suit! No more shenanigans!" She shook the mask in his face to get her point across before throwing it to the ground.

"Aunt May—" Peter started but was quickly cut off.

"No. You don't get to speak. Take off that damn suit." She demanded. She wasn't yelling anymore, but the venom laced in her tone made Peter stop trying to defend himself. He nodded slowly before he obeyed. He moved his hand over the button that made the suit loose before pressing down on it and letting it slide off his shoulders. He was suddenly incredibly grateful that he had kept his regular clothes on under the suit; he could just imagine how awkward it would be to have Aunt May lash into him when he was just in his boxers. He couldn't really entertain the idea much because Aunt May was pacing in front of him, everything about her tense. Once the suit was off she pointed to his desk chair behind him.

"Sit," She talked as if she was giving orders to a disobedient dog. Peter swallowed thickly but listened, settling into the chair. He could barely look her in the eyes, but she caught his undivided attention when she scooped up the Spider suit and his mask from the floor and then threw it into the trash can next to his closet. His mouth dropped.

"Hey! You can't just—" Peter exclaimed but May silenced him with a single look.

"What? I can't do _WHAT_ , Peter?" She snapped, her voice hinting that if Peter interrupted her one more time she was going to lose it. Peter felt his eyes burning with tears and quickly looked away.

May paced a bit more, trying to calm herself before she continued. "Do you even know how worried I was when I came home, and you weren't here, Peter?! You didn't even leave a damn note! I called all of your friends!"

Peter wanted to snort. _"All two of them."_ He was lucky that Aunt May couldn't read his thoughts. His eyes shifted to his waste basket, where May had chucked his suit with such a careless disregard. Tony Stark had given him that suit. His idol had slaved over that suit, tweaking and tampering with it to make it perfect. That suit was meant to keep him safe. And now it was in the garbage. He bit his lip hard, trying to keep his emotion under wraps. He couldn't just start crying.

"I was going to call the police, because you weren't answering your phone… but then I decided I should probably check your room. And what do I find? Your window is open and the suit… gone! Peter, you can't keep doing this shit. You can't keep going out there and getting yourself into dangerous situations. You're going to get yourself hurt. Killed, probably. Do you even realize how much it would kill me if you got hurt?! If you wound up being found dead in some alleyway!?"

Peter closed his eyes tightly. " _Of course_ , I know!" He blurted out, startled by how loud his voice sounded to his own ears. That shut May up. The guilt had been gnawing at Peter for weeks. Every time he looked at May he just ended up feeling terrible. She barely looked him in the face anymore. Half the reason he rejoined everything at school was because without the patrolling, he had nothing to keep him occupied and being in a gazillion clubs kept him out of the house, which meant he was away from Aunt May. He knew she cared about him. He knew he was the only family she had left. And he knew that she was the only family _he_ had left. But ever since the secret had been let loose, they had been distancing themselves from each other. And Peter had never felt more alone.

He missed their little chats in the evenings over supper and watching stupid movies on Netflix. He missed Aunt May pretending to be interested as he rambled about Lego sets and her acting like she understood a word he said when he talked about school. He missed getting coffee on the rare days she would drive him to school and belting his lungs out to the songs on the radio with her. He missed her ruffling his hair and calling him a "handsome young man" and he missed how she'd always bring him hot chocolate after a rough day or when he was studying late at night. All the fun, little things that had cherished about his relationship with his aunt had vanished and had been replaced with a void that made Peter feel empty and as if he was burdening her with his very existence.

He didn't even realize he had started crying until he spoke and heard his voice, wet with tears. "Look… I… I wasn't getting into trouble tonight. I wasn't even _looking_ for trouble tonight. No shenanigans. I promise…" He finally looked up at Aunt May, seeing the shocked expression on her face. "I just… needed to get out… Swing around for a bit."

May moved back to sit on the bed opposite of Peter again. She was watching him more closely now, sighing softly. "Peter…"

Peter hated the way she was looking at him, as if he was a puzzle she didn't know how to solve. Helpless. Defeated. She looked at him like she didn't know him anymore. Like he wasn't himself, but some creature that was parading around wearing her nephews face. Peter broke eye contact again when May wiped at her eyes, starting to cry too.

"You don't have to be Spider-Man you know? You're perfect as Peter. You don't have to—"

"I want to." Peter stated simply, eyes flicking up to meet May's. She blinked, her lips staying parted as her words died on the tip of her tongue.

"I want to," Peter repeated with more confidence. "Spider-Man is a part of who I am, Aunt May. I can't shut it off. You can get rid of the suit. You can throw it out. Burn it. Whatever. But you can't force me to stop being who I am," Peter gestured to himself trying his best to maintain eye contact with her. His voice was shaking slightly, but he wasn't backing down from his point even though every atom in his body hated that he was making his aunt cry even harder.

"I didn't become Spider-Man because I'm lacking somewhere else in my life. I put on that suit because I can help people. And I want to help people." Peter was getting a bit more courageous now, standing from the chair. His voice might've been trembling with all the pent-up emotion he had been holding in for the past month, but he was going to get everything out tonight. Even if he had to do it in between sobs.

"May, I can't just sit by and let the bad things happen. Not when I can do the things I can do. Not when I can prevent the type of things that tear families apart… The type of things that tore us apart."

May's eyes widened, and Peter couldn't help but sob, crying a bit more heavily now.

"Peter," May whispered and before he knew what had happened, May was there wrapping her arms around him tightly and pulling him close. Peter melted into the embrace, knees buckling as he clung to May, letting out another choked sob. May lowered them both to the floor, whispering "it's okay… it's okay..." as she rubbed comforting circles into his back. She had started crying pretty badly too, but she felt like she had to be strong for Peter.

"I-I miss him," Peter mumbled into her shoulder and Aunt May let out a tiny squeak. She found herself running her fingers through his hair absentmindedly, a habit she had gotten into when Peter was very young. She used to always play with his hair when they watched movies or when it was her turn to tuck him in at night. It had always put him right to sleep. She had promised Peter she would stop when he had hit the age of 12 and became "too cool" for affection, but tonight would have to be an exception.

"I miss him too, baby." She whispered, kissing his temple and burying her face into his hair. She inhaled deeply. She always loved the smell of Peter's hair. She let him cry for a little longer until he pulled away from the hug and sat back on the floor. He sniffled and wiped his nose in his sleeve. His eyes were bloodshot and puffy from crying. But he gave her a weak, pitiful smile.

"You look like crap," He laughed a bit breathily and May ruffled his hair with a weak smile of her own.

"Yeah, and you don't look much better kiddo," She wiped at her eyes and laughed.

Peter sighed, copying her and sat back.

"I'm sorry," he started. "I shouldn't have yelled at you. And I should've told you about everything. I just… I didn't want to worry you."

"Peter, I'm always going to worry about you," May stated simply, trying to lighten the mood with a weak attempt at a smile. "It's just… Spider-Man gives me so much more to worry about."

Peter bit his lip, looking down at his hands. "I'm sorry," he apologized again.

"I'm sorry too." May said, looking down at her hands before shifting her gaze to meet Peter's. "I just… I came home, and I seen you in that suit… and I just couldn't even comprehend it," She ran a hand through her messy hair. Her voice started to pick up speed as she continued.

"I freaked out. I know I did. I could tell by the look on your face. But… I just… I care about you so much Peter. And every story Spider-Man shows up in is crazy dangerous and scary. And I could barely fathom the idea that you were there. You were there putting yourself into all these risky situations every single time. The idea of you getting hurt just completely overtakes everything. Every time I see that suit I think about explosions, and gun fire, and serial killers and—" May's voice cracked, and she was crying again. This time it was Peter that enveloped her in a hug.

She heard his voice in her ear, apologizing profusely and she had to pull back.

"Peter, I'm not telling you this to make you feel bad. I just want you to understand why I feel the way I feel. We've lost so many people, Peter. The idea of losing you… I just… I can't even breathe when I think about it."

Peter bit his lip, watching May with a concerned look. She took a few more minutes to get her breathing back to normal before she spoke again.

"I didn't even listen to you. I didn't even try to understand why you were doing what you were doing. I just freaked out and banned you from it. And then all these stories come up on the radio and the TV about you, about Spider-Man. All these small crime stories and you look at me with those big brown yes and I can't look at you because I just feel so bad. I'm keeping you from doing something great, aren't I?" She looked to Peter for confirmation, but Peter just shrugged.

"I mean, the police could stop it… they just… don't get there on time." Peter mumbled out. He didn't know what to say. He didn't even know how to feel. He felt responsible to help the people of New York, but he also felt responsible for making Aunt May's life easier. He knew it didn't make much sense and he shouldn't even attempt it, but his aunt had been through so much. Life seemed to always throw unexpected curve balls at her. Peter just wanted to be something in her life that was normal and stable, but he couldn't do that leading his secret life.

May wiped her eyes and that rubbed her hands on her pants. She sighed and stood, helping Peter up. "Come on, I'll make us some hot chocolate, hey?"

"Okay," Peter tried a weak smile, trying not to slip back into his guilt-ridden thoughts. He followed her out into the living room, making a weak comment about how hot chocolate makes everything better.

* * *

Once Aunt May had made the both of them their hot beverages, they had curled up on the couch. They kept the conversation light and breezy for a bit, talking about school and work and if there were any cute girls at school that Peter had his eye on since Liz had moved. Peter had quickly shaken his head no, claiming he was too busy with everything else in his life to add a girl to the mix.

"What about… what's her name? Michelle?" May said, taking a sip of her hot chocolate. She watched Peter's eyes widened.

"MJ? What? No... No. She's just a friend."

"She's nice. She's been to the apartment a couple times now. Smart, pretty, and she totally likes you."

"What? No. MJ doesn't have like… feelings."

May scoffed, "Well, that's incredibly rude. And I would know, I have a sense for these kinds of things."

Peter scoffed back, "Yeah, well I literally have advanced senses, so I think I'd pick up on if MJ liked me more than a friend. And she doesn't."

May laughed and shook her head, "You're a fifteen-year-old boy, Peter. You don't know anything about that world, sweetie."

Peter rolled his eyes and took a swig of his hot chocolate.

May slowly laid her half-empty mug down on the coffee table and looked at Peter curiously. "So… advanced senses, huh?"

Peter nodded slowly, sitting up a bit straighter. They hadn't discussed this yet.

"Like, what does that mean?" May asked, sitting back.

"Well…" Peter sighed and sat cross legged in front of her before leaning forward. "I'm just like… a lot more aware of things."

May gave him a look and Peter sighed again, slightly flustered. "Like… I can hear things happening streets away. And I notice things that I didn't before. Colours are so much brighter now. My reflexes are amazing. Hand-eye coordination is not a problem anymore. I constantly beat Ned at video games now," He managed a weak chuckle.

May sat up, interested. "So, all your senses are heightened now."

Peter nodded, "And uh, my intuition is like crazy good."

May tilted her head, confused.

"When somethings wrong, I physically feel it. It's like my stomach drops. And my already heightened senses go crazy. It's like a crazy sensory overload sometimes and instinct just kind of takes over. And the hairs on my arms stand up. Eyes dilate. It's pretty cool actually. Except the sensory overload. But, the suit helps with that though. It helps me focus."

May nodded, trying to wrap her head around it. Peter nodded, shifting awkwardly as he grabbed his mug and gulped the rest of the hot chocolate down.

"And besides senses… what else can you do?"

Peter slowly started to get into the nitty and gritty details of his super abilities, trying to downplay them in hopes he wasn't freaking out May. May had tons of questions and at seeing her interest, Peter started to become more comfortable, back to his normal happy-go-lucky self. Gradually, they began to fall back together into the aunt-nephew duo that Peter had missed so much.

"So, why Spider-Man? Because you can crawl up walls? Because plenty of other insects do that…" May teased, genuinely interested in the reasoning behind it.

"Well, first off, Insect-Man is a terrible name," Peter defended, unable to help smiling as May giggled, "Second, I got bit by a radioactive spider. Kind of makes sense to make my superhero name after the thing that gave me the abilities."

May nodded in agreement, finally finishing her hot chocolate and laying the mug on the coffee table. She leaned back and stared at Peter, taking him all in. Here in front of her, clad in jeans and a graphic tee with a silly chemistry pun on it, was a remarkable young boy with incredible powers. He was sarcastic and witty but also sweet and optimistic. He still had this boyhood innocence about him that had somehow remained intact after everything the Parker household had been through. It was amazing how resilient the boy was.

"Uh, May? You're staring…" Peter said with a weak chuckle. He felt like he was under a microscope the way May had been scrutinizing him. She gave him a small smile.

"I'm just so proud of you, Peter," She clarified. "You're an amazing young man. Do you know that?"

Peter blinked, not entirely sure how to respond. It had been a weird night filled with a range of emotions and deep conversations that Peter didn't even know if he wanted to be apart of. He honestly just wanted to go to bed so the day would finally be over. He was glad of the progress that had been made tonight, but there had been so much raw truth spilled into the air and Peter hated feeling this vulnerable.

"I, uh. I try to be," He replied, giving her an awkward smile.

"Peter," May started, and Peter had to brace himself because he could tell by her voice that she was diving into a topic that neither one of them wanted to bring up. Uncle Ben.

"You don't… blame yourself… for what happened with Ben… do you?" Aunt May wasn't looking at Peter, but rather staring at the floor in his direction. She glanced over when Peter inhaled sharply. The timeline had made sense. He said he had been bitten by the spider about seven months ago. Ben had passed away around six , prompting the duo to move into this apartment and try to start over. She knew Ben's death had taken a toll on Peter, but she had always assumed it was because of how close they had been. And she knew she was throwing herself into No Man's Land, because the topic was still too raw for both of them. She just… needed to know if the tragedy that had happened those few months ago had sparked Peter's descent into heroism.

"I… uh, I'm feeling really tired, Aunt May." Peter answered, completely avoiding the question. He yawned and stretched his arms for effect.

May didn't push Peter, knowing that it probably wasn't the best way or time to ask. "Yeah... It's late. You should get some rest…" She mumbled, giving the teenager a tight-lipped smile. Part of her wanted to apologize for bringing it up, but maybe pretending she hadn't was the best way to forget about it.

"I uh… I have stuff with the Stark Internship tomorrow." Peter said, "I forgot… to bring it up earlier."

How could he have even got it out with the way tonight's events had played out? May sighed a little, squeezing the bridge of her nose as she closed her eyes tightly. "What time?"

"Ten. I would take the subway, but Mr. Stark wants me to get coffee and donuts." Peter mumbled out quickly.

May sighed once again but nodded. "Alright... I have work at ten thirty, so you're going to have to be up at a reasonable hour tomorrow."

Peter nodded. "Thanks, Aunt May." He walked over, leaning down and kissing her cheek. He gave her free hand a tight squeeze, before moving to go back into his room. He couldn't help when his lips twitched upwards into a small smile when he heard her mumble, "who the hell eats donuts in the morning?"

* * *

Peter took a few steps into his room and realized just how exhausted he felt after everything that happened today. His mind was racing with everything that happened tonight: he had had a run in with Mr. Stark, screamed at him, managed to arrange an actual internship with him, came home, and then had one of the most emotionally charged conversations of his life with Aunt May. He didn't know where they stood. It seemed like things had been getting better; Peter had gotten a lot of his chest and Aunt May had actually apologized for the way she had been acting. They had had hot chocolate and then made small talk. It had been good until Aunt May had brought up Uncle Ben. He sighed, closing his door and leaning against it. His head was pulsing from all the crying he had done tonight, and his thoughts would not stray from the night Uncle Ben had been killed.

 _It only had been a few weeks since Peter had been bitten. He was… out of it, to say the least. It took a lot of time to get used to his abilities. He distinctly remembered the way Ned had looked at him when he had spent half of lunch just staring at the different colored hues he hadn't recognized on his apple before. It had been such a weird experience. Peter knew he was different, but… he didn't know how to adapt to the changes. And he didn't want his aunt and uncle to think he was insane, which they would if he had sputtered out everything that was going on with him._

 _The night Uncle Ben had been killed was the night Peter had found out about his spider sense. He had been at Ned's, but he had woken up in the middle of the night, his entire body tense. His senses were going crazy, but the thing that really freaked him out was that feeling in the pit of his stomach that something was terribly wrong. The feeling had overtaken Peter and he felt like he couldn't breathe. He remembered he had tried to call out to Ned, but his voice hadn't come out more than an inaudible whisper. He had managed to sit up, moving to Ned's window and pulling it up. His entire body was trembling, and it freaked him out how aware of his surroundings he was. Ned had shifted behind him with a grunt, blinked open his eyes and looked at his best friend, hunched over the window and shaking like a leaf. "Peter?"_

" _I-I have to get home," he mumbled, not even aware he had spoken._

" _Dude, what's up?"_

" _I-I don't feel well. I want to go home." Peter said again, but no. He_ needed _to go home. Every nerve in his body was screaming at him to._

 _Ned didn't try to argue with him and got him the phone, casting him a worried look._

 _Peter dialled the number and waited for someone to pick up. He let out a breath he hadn't realized he was holding when he heard the click._

" _Hello?" It was the groggy voice of Uncle Ben. Hearing his voice helped Peter stay grounded; the feeling seizing his stomach tightly had loosened it's choke hold grip. He didn't know what was going on with him._

" _Uncle Ben... C-Can you come pick me up?"_

" _You okay Pete? It's 1 am kiddo."_

" _Pl-Please? I don't feel well."_

 _Ben had agreed, and it was when Ben had gotten up to grab his keys and coat to come get Peter that everything had happened. Peter had heard Uncle Ben shout. Then he heard the gun shot. Glass shattering. And the line going dead._

Peter didn't realize his breathing had become fast and uneven as the thought of Uncle Ben overcame him. He moved to his bed, gripping the bed frame of the top bunk hard and resting his head on the cool surface. He closed his eyes tight, trying to calm himself down.

Peter wasn't a stranger to panic attacks. Not since Uncle Ben. He had been getting better at dealing with it, but then the whole Vulture fiasco had happened. Now panic attacks had became a much more frequent thing and they were much harder to control. Keeping himself busy helped because then his mind couldn't wander, and his thoughts weren't able to take him hostage. He took a few small breaths, trying to manually over take his brains functioning system. When he had calmed down a bit, he put a hand over his heart, feeling it pounding into his ribcage and let himself sit on the bed. He buried his face in his hands, swallowing a sob.

He laughed bitterly, remembering what Tony had said to him tonight, trying to make a joke.

" _What's that cheesy line? With great power comes great responsibility?"_

He rested his head back on his wall. Uncle Ben had always said that to him. He'd be gushing over the Avengers (Tony Stark, in particular) and Ben would always laugh and say that line, especially when Peter would whine about wanting to be an Avenger one day. He swallowed again, opening his eyes. He wiped at them again. It was then that the brightness of his phone screen had caught his attention. He had multiple messages from Ned and MJ. A lot of them were in the group chat that they had ended up creating for study purposes, but a fair bit of them had been sent individually.

" _Hey, Peter? Your aunt called and said you weren't home?" – **MJ**_

" _Yeah! I got a call too!" – **Ned**_

" _Dude, are you okay?"- **MJ**_

" _Peter?" – **Ned**_

Then Ned had messaged him separately.

" _Are you in the middle a super secret Spider-Man thing? Taking down bad guys?" – **Ned**_

" _You should call your aunt though. She was FREAKING out on the phone." – **Ned**_

Then MJ.

" _Peter? What the hell? Why aren't you messaging us back?" – **MJ**_

" _Are you okay? I'm worried. It's not like you to run away from home." – **MJ**_

" _Or I mean, maybe it is, I've known you for what? Like 3 weeks?" – **MJ**_

" _Well I mean, when you get these, text back. Or call. You know, whatever works for you. You know I hate double texting, so your ass should feel lucky" – **MJ**_

Peter sighed, looking at the times the messages had been sent. There were a few more messages from both of them. And even a few missed calls from MJ. He was touched that she cared so much. Ned, however, hadn't called because if Peter had been undercover as Spider-Man his phone must've been off or on silent, or it wasn't and Ned was going to blow his cover. He laid back on his bed, letting thoughts of how amazing his friends were override the other negative thoughts. He opened the group chat on his phone, figuring it would be easier to alert them both at the same time.

" _Hey guys. Sorry about that. Went to the library to work on a book report and forgot my phone." – **Peter**_

He was surprised when he got an immediate response from the both of them.

" _Dude, you've been out all night. Rough book report?" – **Ned**_

" _Peter. I swear to God. Do you know how worried we were? What kinda idiot leaves home without his phone. In NEW YORK?!" – **MJ**_

" _Yeah, Yeah. I know. I've already had a two-hour screaming session tonight with my aunt. I know how much of an idiot I am" - **Peter**_

" _Yikes._ _You okay man? Your aunt is a scary son of a bitch when she's pissed." – **Ned**_

" _I'll manage. Look, guys. I'm sorry about tonight. I didn't mean to worry you two and keep you up this late." – **Peter**_

" _Please. I'm up this late playing video games, Pete. Don't flatter yourself" – **MJ**_

Peter actually laughed at MJ's response.

" _Well still, thanks for checking in on me tonight. Means a lot." – **Peter**_

" _Well, of course. I only have two friends and one of them is you. So, I wanted to make sure you were alive. No biggie." - **MJ**_

" _Well, I was up just for you babe :P" – **Ned**_

" _Awe, thanks babe ;)" - **Peter**_

" _Get a room guys." – **MJ**_

Peter huffed out a small laugh again, rolling over to plug in his phone before he closed his eyes. He drifted to sleep in seconds.

* * *

May had much more trouble getting to sleep than Peter had. She had had a busy day and by all rights she should have been exhausted enough to reach dream land the minute her head had hit the pillow. But her mind kept torturing her with all the thoughts running through her brain. She had crawled into bed around two-thirty and now her alarm clock was blinking 3:25 at her in bright red numbers. She sighed and threw one of her pillows to the floor as she rolled away from the clock. She rubbed at her sore eyes before staring at the picture on her night stand of her, Ben, and Peter. She reached for her glasses and put them on her face before flicking on her lamp. She sat up, pulling the picture frame closer to her before she drew her knees up and placed it in her lap. She let her fingers trace over the face of her late husband and quickly wiped away the tear that had escaped from her eye. God, she had to stop crying at some point tonight.

She glanced up to the ceiling and let out a shaky breath. She missed Ben every day. He had been so much better when it came to raising Peter. Sure, it had been a team effort and the both of them had put in the same amount of work, but it just seemed like parenting had came naturally to Ben. He knew exactly when to be comical with Peter and he knew exactly when he had to be stern. May struggled keeping the balance most of the time, feeling like she was always either too strict or too slack.

But with all the struggles the two of them had about taking on the responsibility of Peter, they both had loved Peter unconditionally. Raising him never felt like a contest of "who's-the-better-guardian?" because they both knew Peter was equally crazy about them. They had been the perfect little family. But then things had to go to shit.

She placed the picture frame back on the night stand and let her head drop. She wished Ben were here right now. He'd know exactly what to say to get through to Peter and the exact same things to soothe and calm Aunt May's stress induced thoughts.

" _He's a smart kid, May. He knows what he's doing."_ She could almost hear Ben's voice.

She smiled at the bittersweet thought and laid her forehead on her knees, curling up. Ben would have come up with a compromise in a few minutes and then things wouldn't be so messy between Peter and her. Ben had been the perfect guy in the middle. But… Ben wasn't here anymore, and she had to do this alone. And she didn't have a single clue about what to do. She knew Peter was an intelligent boy. But she also knew mistakes happened all the time. Even though Peter strutted around as if the world was his to own, she knew he wasn't invincible. Ben had walked around in the same manner, and now…

She sniffled and wiped at her eyes. She should've known better. She never had had enough money to get Peter into counselling after what had happened. She had asked him to go to the guidance counselor at school. But how stupid could she have been? Peter hadn't went, and if he had, what could a guidance counselor do besides suggest he see someone better equipped? She shook her head. She hadn't realized that Ben's death had taken such a toll on Peter that it had manifested into an unhealthy obsession with saving the world.

She pressed her fingers to her temples and exhaled deeply. How much time had Peter spent looking in the mirror, standing there and blaming himself for that night? And where had May been in all of this? When Peter had needed her most, she had abandoned him. She had started working two jobs to make up for the income that they had lost after Ben's death. She had spent all her free time juggling her sleep/work schedule, mourning her husband, and taking care of Peter. Maybe she hadn't looked hard enough, but it seemed that Peter had been getting better. The results were there. He was still striving high in the world of academics. He hung out with Ned on a regular basis. He even got an internship with Tony Stark. How could have May been so ignorant and blind?

But throughout everything that happened, Peter hadn't shut himself out from the world around him. Instead he had decided to get more involved with it. May hated to admit it, but she had been impressed with the "Friendly Neighbourhood Spider-Man" before she had figured out who the face behind the mask belonged to. Spider-Man had literally emerged out of nowhere and helped people, not for fame or publicity, but just for the sake of helping people. If she could push away all the "what if's" that clouded her mind and tried to look at it rationally, she probably would have been incredibly proud of Peter. He was amazing! How many people had he saved in the past six months? How many times had he put himself in dangerous situations, not because he was a self-destructive and grieving teen, but because he was a selfless, kick-ass hero and knew he could do something good for someone in need? It didn't make her like the idea any more than she already did (which was not at all) but she couldn't just conveniently forget all the accomplishments her nephew had made parading around in that suit. It left her wondering if Peter's feelings of that tragic memory had manifested into an unhealthy obsession… or maybe they had morphed into something pretty great. She wanted to haul out all her hair. Why couldn't Peter have been a normal teenager with normal problems?

She stopped her train of thought, because if Peter had been "a normal teenager with normal problems" then he wouldn't have been the Peter she knew and loved so much. Sure, things were complicated right now. They probably would be complicated from here on out. But May knew all the complications were worth it, because Peter was worth it. Peter had always been worth it. Every headache. Every late night. Every chaotic and busy day Aunt May had because of Peter (directly or indirectly) had been and would always be worth it. Because Peter was Peter, and it didn't matter how much he pissed her off sometimes, she couldn't love him any less even if she tried.

May sighed and finally flicked off the lamp and laid back. She removed her glasses and blinked up at the ceiling. Spider-Man was definitely going to take some getting used to but, after thinking it over for the past twenty minutes, May was positive she was willing to try and give being the parent of a superhero a shot.

* * *

 **Alrighty! Hope you enjoyed and I'll try to update again soon!**


	3. Chapter 3

**Authors Note: Hello everybody! Back again with another chapter. I was actually planning on adding more to this chapter but then I realized it was getting kind of long, so I cut it off earlier than anticipated. I'll try to get another chapter up soon! Thanks to everyone that favourited, followed and reviewed! I hope you enjoy!**

* * *

Chapter 3

 _Everything was just as Peter wanted it to be: **normal**. Him and May were sitting around the table, laughing and joking. It was dinner time; Peter could tell by beautiful pinks and oranges that colored the sky and how Aunt May was still dressed in her work uniform. Uncle Ben was in the kitchen getting supper ready for the all of them, singing to some old country song that Peter knew all the words to, but couldn't remember the title of for the life of him._

 _"Peter," She spoke, and grabbed his hand. Peter smiled at her, tilting his head._

 _"We're so proud of you."_

 _"Yeah, you've turned out to be a fine young lad! Your folks would've been proud." Ben called from the kitchen._

 _"Proud of me, or proud of you guys for not screwing me up?" Peter asked with a smirk, Ben giving him a look as he walked in carrying a tray with Aunt May's famous meat loaf on it. He was wearing the exact same outfit Peter last remembered him in, a flannel over worn, khaki pants._

 _He tsked, "Your smart mouth is going to get you in trouble, boy." He joked, laying the tray down and ruffling Peter's hair. Peter laughed, shaking his head._

 _"Now eat up kiddo. You have a big night tonight."_

 _"A big night?" Peter asked, confused._

 _"Yeah! Homecoming?" Aunt May shot him a look, shaking her head at how clueless Peter was being before she picked up the carving knife laid on the table and started to cut the meatloaf. Peter blinked, surprised, but when he looked down he found that he was dressed in a suit._

 _"Oh, yeah. Homecoming night." Peter said with a weak laugh. Both Ben and May smiled at him, going about the dining room and getting things ready for supper. Peter rubbed his hands down his thighs, biting his lip. He felt anxious and he didn't know why. Something just… didn't feel right._

 _"You excited to dance with Liz?" Ben asked, winking at him from over his shoulder._

 _"Just remember what I told you…" Aunt May said, giving him a stern look before breaking it with a smile._

 _"Open the door for her. Tell her she looks nice, but not too much… and when I dance with her to put my hands on her hips."_

 _May nodded, clicking in approval._

 _Ben laughed. "You're a natural, Pete. You'll have her won over by the end of the night."_

 _Peter smiled weakly, letting out a weak sigh. "I wish…" He stared at Ben, heart yearning._

 _"I wish you were still around." Peter whispered, but no one reacted. May kept laughing at something Ben had whispered in her ear before smirking at Peter. "Nothing about you Pete. Don't worry."_

 _Peter laughed weakly and nodded, wishing he could enjoy the moment as much as them. At that moment, the doorbell rang. Peter looked to the door before glancing back to his aunt and uncle. It seemed he had been the only one that had heard it. He excused himself, going to open the door. Who was on the other side made his blood run cold: The Vulture._

 _He froze in place. The mans mask was down, the shining green orbs boring right through his soul as his wings expanded to their full length._

 _"Hey Pedro, why don't we go for a little flight?"_

 _Before Peter could react, Adrian Toomes had grabbed him, pushing him inside and slamming him into the wall. In the process he had knocked over the kitchen table, sending the food and silverware flying. May screamed, grabbing onto Ben._

 _Peter groaned out, hearing the metallic wings whirring and clinking. The Vulture was breathing down his neck. "You should have stayed away when you had the chance, Parker." He hissed, "Now everyone you love is dead."_

 _"What?" Peter croaked, and when he looked over to where Aunt May and Uncle Ben had been, the blood drained from his face. Aunt May and Uncle Ben were still there, but they had been joined by Ned, Michelle, and even Mr. Stark… all with bullet holes in their chests. Blood oozed out from the wounds at an alarming rate, turning their clothes crimson._

 _"Peter—" May coughed, blood trickling down her lips before she fell to her knees._

 _"I-I thought we were friends, Peter..." Ned was the next to fall._

 _Ben grabbed the table, knees buckling. "Peter, why didn't you save us?"_

 _Peter open and closed his mouth. "I-I tried. I-I did everything I could! I'm… I'm so sorry…" His words became incoherent as he started sobbing. The Vulture chuckled manically._

 _"We're not done here yet, kiddo."_

 _The next thing Peter knew, he was being thrown through the window, glass shattering as he fell downwards. He let out a high-pitched scream before he felt the searing and familiar pain of the Vultures talons sinking into his shoulder. Peter yelped, clawing at the metal, but to no avail._

 _"No one's going to come help you now, Pete." The Vulture monologued, flying through New York. Somehow the scene had turned to night and they were nearing the beach where it all had happened. Everything was the same. The plane was crashed. Flames. Smoke. Peter had started twisting and turning in the Vultures grip, crying out._

 _"Please! Please! I didn't want this to happen, I swear!"_

 _The Vulture laughed, before spiralling downwards at high speeds, intending to smash Peter into the cold, hard ground below them. Peter braced himself, letting out a scream right before he hit the—_

Peter woke up in a cold sweat, a shout dying in his throat. He sat up as fast as possible, gasping for air. He pushed open his bedroom window, needing to feel the cool breeze on his face. He felt like his room was a thousand degrees. His heart was pounding into his rib cage at a mile a minute and falling unevenly as he continued to try and get his breathing back to normal. He closed his eyes tightly, pressing his hands to his face. He knew it had only been a dream, but his bones still ached, and he could still feel the phantom pain of the Vultures talons deep in his shoulders. His stomach flipped, and before he could even remember the movements he had taken to get there, he was out of his room and throwing up his guts into the toilet. He spewed up the contents of his stomach, his throat burning. He dry-heaved for a few minutes afterwards before resting his forehead against the cool porcelain of the toilet bowl. He stayed like that for a few minutes, just concentrating on his breathing until he felt better. His stomach slowly settled before the young teen dragged himself to his feet and flushed the toilet. The movement made him woozy, making him grip the basin to keep himself steady while he blinked rapidly until the black dots faded away.

His hands were still shaking. His hair was damp with sweat and stuck to his forehead uncomfortably. He splashed a few handfuls of cold water into his face, before rinsing out his mouth and looking at himself in the mirror. He was as pale as a ghost and his eyes were wide and haunted.

"It was just a dream, Peter. You're okay…. They're okay…" Peter bit his lip, his thoughts still uneasy.

He slowly crept out of the bathroom, needing to see his Aunt alive and okay to be completely satisfied. He peeked into May's room. He let out a breath he hadn't realized he had been holding at seeing her sprawled out in her bed, wrapped up cozily in her sheets. Peter managed a small smile, before pulling the door closed slowly so it wouldn't creak. He rested his head against the wall, his heart still noticeably pounding. He hated when he had nightmares. Sometimes they were manageable; he was able to brush them off as easily as crumbs on his shirt. Other times they were worse, sending Peter into full fledge panic attacks that sometimes took hours to get down from. But the feelings of dread and terror that the nightmares often left with him lingered for the entire day. It always ruined his mood and messed with his mind, breaking the cheerful façade he played for everyone.

He finally headed back to his room and checked his phone, unplugging it when he seen that it was fully charged. Then he checked the time, groaning at seeing the bright, thin, white numbers reading 6:15. He didn't have to be over at Mr. Stark's for another 4 hours…basically. He sighed, laying back on his bed and staring up at the top bunk. Well, there was no way he was getting back to sleep now. Maybe a cold shower would help wash away the horror that his nightmare had plagued him with.

* * *

May was surprised when she was woken to the smell of bacon and pancakes cooking. She sat up, pressing down on her alarm (snoozing it before she effectively turned the thing off). She ran a hand through her messy hair, adjusted the glasses on her nose and then checked the time. 7:30 sharp. She yawned, stretching before she stood and slipped her fluffy, black robe around her body before she peeked her head out of the room and was surprised at what she seen. Peter was fully dressed, working on pouring pancake mix into one of the frying pans he had on the stove. He didn't even look up when the door had creaked open.

She cleared her throat, "Peter?"

Peter looked up when he heard his name though, glancing over before tipping the bowl back as he had just the right amount of batter for a perfectly, rounded pancake.

"Aunt May, I uh…" He stumbled over his words a little, before letting his shoulders relax. "I was up… And I kinda wanted pancakes. And you always make breakfast, so I wanted to return the favour and… yeah…" He gave her a small shrug.

May wrapped her arms around herself, watching Peter curiously. "I find it hard to believe you just woke up and decided to make me breakfast."

Peter bit his lip, staring at his Aunt May for a bit longer than necessary. His thoughts wandered back to his dream and he almost shuddered, remembering her lifeless body.

"Well… For us." He gave her a tight, forced smile, hoping she didn't notice as he turned his attention back to making sure the pancakes and bacon didn't burn. May narrowed her eyes at him, trying to get a reading on him before shrugging it off. She was sure the teenager was tired of her scrutinizing his every move and analyzing every word he spoke. God knew she was tired of doing it herself.

"Alright kiddo, well I'm going to get a quick shower. Can you put some coffee on for me, please?"

Peter visibly relaxed when she switched topics, eagerly nodding. As she disappeared into the bathroom, Peter started on getting everything ready for coffee.

* * *

He had done a lot this morning. After his shower (that hadn't really helped) he had decided to go for a run. Before the spider bite, Peter hated everything and anything that had to do with physical activity. Now? Physical activities helped him keep his mind off things. Being active no longer hurt Peter's lungs or limbs. He always seemed to have the stamina to exercise and actually enjoy it. Now that he had the extra energy to burn, especially since he was stir crazy from not patrolling, he had taken up going for runs. Running helped Peter relieve tension and stress while also helping him focus. His morning run had been nice. The sky had been clear as the blue of the day chased the loitering pinks, purples and oranges away from the morning sunrise. The breeze had been cool enough to be relaxing and the air smelt fresh for once. Peter had put in his earbuds, listening to one of his more mellow playlists as he ran around the block, giving his body the exercise it deserved and his mind a small break from thinking as he focussed slowly on the songs that played in his ears. He had left a note for Aunt May, but she hadn't stirred in the time of his absence so when he returned, he had crumpled it up and thrown it in to the trash.

After getting back from his morning run, he had decided to tidy his room. The peace that his time outside had brought him had eroded the second he seen the Spider suit in his waste basket, reminding him that he couldn't run from his problems. All the heartache and emotions from last night had come flooding back before Peter could even try to direct his thoughts to happier topics. He had taken the suit out of the garbage, carefully folding it and laying the articles of clothing on his bed. He sighed, lowering himself onto his bed and taking the mask into his hands. With the mask between his fingers, Peter reflected on everything he had done as Spider-Man. Then he thought about the recurring nightmares and panic attacks that revolved around his experiences as Spider-Man. Peter sighed, throwing the mask back down on his bed before pressing his hands to his eyes. He hated to admit it, but he was suffering.

He loved being Spider-Man. He loved helping people and saving the day. Although no one knew it was him under the suit, it was always like receiving a huge pat on the back when he seen news stories praising the work Spider-Man was doing for the city. The recognition was nice, even if it wasn't _him_ being recognized. But he liked how it wasn't "Peter Parker" being noticed. To everyone around him, he was just another kid from Queens. Keeping Spider-Man's identity secret was safer than parading around with a target on his back. It also kept everyone he loved out of harms way. That way if he managed to make enemies (which was bound to happen eventually) no one could use the people he loved against him. Because the only knowledge they'd have about him was that he was a cool guy who shot webs, saved lives, and kicked ass.

However, Peter couldn't ignore the fact that being Spider-Man was doing things to his mental well being. He loved being a superhero; he had dreamed of being in the shoes of Iron Man for ages. When the Avengers had become a thing, Peter literally spent every day wishing that one day he'd be cool and special enough to fight alongside his all time favourite hero and all the other insanely awesome members that made up the team. But now? Peter flinched if a door slammed too hard. He hated walking by mechanic shops and hearing metal grinding on metal; it reminded him of planes malfunctioning and crashing. Taking a step back from being the hero had been easy. After homecoming, he felt like he needed time away from the mess of Spider-Man anyway. But now it had been nearly a month and he still wasn't any closer to getting over what had happened. The Vulture still had his talons gripped tightly around his subconscious and it didn't seem like he was going to let go anytime soon. Peter honestly had no idea if he would ever be over everything that had happened that night. And if he couldn't get over it, could he really be a good superhero?

And after letting those tormenting thoughts resurface, Peter had decided to make pancakes. Like hot chocolate, pancakes also had the magical property to make everything better, even if only for a moment.

* * *

Breakfast was had with an uncomfortable silence between the two members of the Parker household. May chewed her pancakes slowly, glancing at Peter with a careful eye. She didn't want to give away that she was watching him because Peter would just retreat further into his shell. She wasn't staring at him now because she was mad or disappointed, but because she was worried. He kept picking at his pancakes, pushing them around in the pool of syrup on his plate. He physically was sitting in the dining room of their apartment, but his head was somewhere else. And this had become a constant state for Peter over the past month. May swallowed her mouthful of food before standing to get another cup of coffee.

"Hey, Peter?" May started, grabbing a pink mug from the cupboard.

"Hmm?" Peter snapped back to reality at hearing his name.

"I was uh… I was thinking last night. After our talk…" She poured the black coffee until it was almost to the brim before adding two sugar and adding some cream. As she did this simple task, she kept talking, keeping her back to Peter.

"And… I was considering lifting the ban." She tilted her head towards Peter although she didn't look at him, nudging the fridge door open with her toe before placing the cream back in. She came back to the table, taking a small sip from the cup.

"Lifting the ban?" Peter looked confused. "On Spider-Man?"

"Well… Yeah." May shrugged, starting on her second pancake. She was impressed with how well the pancakes tasted and the fact that Peter had added blueberries to them.

"I mean… You're a teenage boy. It's foolish of me to think that you're going to follow every rule I lay out for you blindly." She gave him a sheepish smile. "And if you're going to be Spider-Man, then I don't want it being behind my back."

Peter nodded slowly, continuing to push his half-eaten pancake around on the plate absentmindedly.

May bit her lip, watching Peter with concern. She expected him to be a bit more enthusiastic about the news, but he still seemed rather depressed. She didn't want to pester him, feeling the exact same way as Peter about their strained relationship. Things were different now. Things had changed. And she was struggling trying to adapt to it.

"Hey… are you okay? You love blueberry pancakes. And bacon. You like both of that and you have barely touched your breakfast," May pointed out, trying to keep her voice light and cheery.

"What? Oh. Yeah… I'm fine. Just not hungry." He shrugged, standing from the table to throw the soggy pancakes and bacon in the garbage before clearing the table. May stared for a moment, not breaking eye contact when Peter glanced over.

"What?"

May frowned, "I'm just worried about you, Peter. You haven't been yourself lately…"

Peter felt the urge to make a snide remark about how she'd even know because she had barely been around him in the last several weeks, but he bit his tongue and swallowed the words. They had both apologized to each other. He needed to let that anger go. He shrugged instead, which wasn't much better but at least it wasn't his mouth getting him into trouble.

"Peter," May started, sounding hurt and unamused. "You're not going to start giving me the silent treatment, are you?"

"No," Peter mumbled, starting the dishes after putting the leftovers away. "I'm just tired, May. It's nothing. I promise."

"Are you still mad about last night?" May asked hesitantly, frowning even more when Peter sighed.

"It's nothing about last night, okay?" He assured her but there was a heat behind his words. That paired with the fact that Peter wasn't bothering to make eye contact with her was really rubbing Aunt May the wrong way. She pushed the remark she wanted to make back, trying to keep a level head about everything. They had been up until two talking about everything, and by the time she had gotten to sleep, she had really thought things were getting better between them. Now… she wasn't so sure.

She let out a soft sigh, tired of fighting with him, "Fine, okay. I'll be in my room getting ready for work if you need me."

She tried to keep her tone neutral and calm, not wanting to come off as angry or bitter with him (even though he had an attitude this morning). She knew how Peter could clam up when he was feeling too emotional and shut the world around him out. Pushing him to talk never helped her get the results she wanted to see. So… She'd play it cool. When Peter was ready to come around, he would.

* * *

The car ride to Tony Starks place was heavy with silence. Peter had stayed in his sour mood for the rest of the morning and May was really starting to worry when she had put Peter's favourite CD on in the car and the mood still hadn't faltered. May tapped her fingers against the steering wheel, casting an occasional glance at Peter who had seemed perfectly content to stare out of the passenger's side window for the entire ride. She wanted to say something; she wanted to crack a joke or ask him a question about school, but every time she tried her voice died. Why was this so hard? She wasn't intimidated by Peter and she wasn't trying to impress him. But not knowing what was going through the kid's head was driving her insane. She loved Peter as if he were her own, and she was constantly stressing herself out about his well being and if the choices she made for them were the best decisions. She was so proud of the young man he was becoming, and it really hurt that Peter had started distancing himself from her. Sure, she hadn't reacted the best when it came to finding out about everything, but Peter wouldn't understand why until he had his own kids.

May was caught off guard when she heard Peter clear his throat, and she looked over.

"May? I uh… need to get Mr. Stark coffee and donuts, remember?" His voice, along with his grin, was sheepish.

"Oh! Oh, yeah. Uh… Okay." May stuttered out, switching lanes to turn into the nearest coffee shop. May went through the drive thru and they got Tony's donuts and coffee. May was surprised when Peter injected that he wanted one too.

"You never drink coffee," May said, eying him.

Peter shrugged, "Try something new every day?"

May rolled her eyes a little but ordered another coffee along with everything else. As she drove ahead, she stated fiddling with her purse to get out her debit card, but Peter stopped her.

"I can pay," Peter assured her, taking a few bills out of his wallet.

"Where are you even getting money from?" May asked teasingly.

Peter just shrugged, handing her the money as they got up to the window. May paid, getting their stuff and handing it to Peter as she drove off.

"So… You drink coffee now?" May started, deciding she had an opening for conversation now.

"Well, I mean. Not often." Peter said, taking a sip and screwing up his face a little at the bitter taste.

May couldn't help but laugh. "Ah, you're growing up so fast, Peter. Drinking coffee and everything…"

Peter rolled his eyes and rested his head back, closing his eyes for a quick second. God, he was exhausted. He could hear May talking, but he wasn't really listening. Part of him just wanted to curl up in the backseat of May's car and stay there until she got off for work.

"Peter?" She glanced over, shoving his arm a little. He made a small sound, shaking his head and blinking open his eyes.

"What time did you get to sleep afterwards?" She asked, trying to divide her attention between Peter and the road equally while she waited for him to reply.

"I don't really know. It wasn't too late." He said, yawning in the middle of the sentence.

"Oh really? And what time did you get up?"

"I'm fine, May," He managed a weak smile. She was glad to see that he was at least attempting to be in a better mood. She was still anxious though. Peter had snuck out last night, doing God knows what, and then he came home late. And then he didn't get to sleep until late, and when he woke up he made a breakfast that he didn't even really eat. Now he was here, drinking coffee and falling asleep in the passenger's seat. She gave him a suspicious look, but she didn't know what to say or do in this situation. They were too far away from their apartment for her to drive him back without being late for work.

"You have a lot of nerve thinking I believe that when it comes out of your mouth anymore," She muttered, turning in to the drive way of the building Tony Stark called home. Peter managed a small laugh at that comment and May couldn't help but smile. It was a good sign that he was laughing now. She parked the car and glanced over to Peter, tilting her head. He mirrored her, narrowing his eyes slightly as if he was trying to figure out what she was thinking.

"What?" Peter asked, his voice much more optimistic than defensive this time around.

"I'm just… I really miss you." She said in a soft voice. She didn't know if what she said had made sense, but Peter nodded in a quiet understanding.

"Yeah… I miss you too." He gave her a smile that didn't quite meet his eyes. It was a sad smile, but it was a hopeful sad. As if Peter knew things sucked right now, but he also knew things would get better with a little time.

"Hey, Underoos!"

Peter's focus shifted to where he heard the voice shouting from and he seen Tony Stark standing outside, staring at their vehicle. May gave out a soft sigh and Peter couldn't help but smile a little at seeing Mr. Stark. He was dressed with a black hoodie over a graphic tee and jeans stained with oil and God knows what else. He looked like the farthest thing from a billionaire. It made Peter admire him even more.

"I guess your boss wants you," May said, her voice stiff. Peter knew May wasn't Tony Starks biggest fan, especially since the "Stark Internship". And Peter was sure she had pieced everything together minutes after she had caught him in the Spider suit. However, she hadn't asked about it and if somehow she didn't make the connection that Tony Stark had recruited Peter Parker because he was Spider-Man, Peter didn't really want to make it known.

"Yeah. I guess he does." Peter said with a shrug, opening the door and getting out while also juggling the coffee and donuts.

"Peter," Aunt May called, seeing Peter going to close the door. He stopped the door mid swing and stared at her.

"Uh, meatloaf for supper today?" She asked lamely, giving a weak smile. It faltered when she seen Peter pale and almost drop everything in his hands.

"I um…" Peter stammered, trying to regain his composure. "I'm kind of in the mood for Chinese…?" He tried to keep his voice light and breezy and full of life, forcing a smile. He normally loved Aunt May's meatloaf, but today the thought of it just made him stomach sick.

"Chinese?" May repeated, knowing something was up but also knowing it wasn't the time to ask. She scanned his face for a second longer before nodding curtly. "Yeah… Okay, I love you."

"I love you too." Peter said, his lips twitching up warmly. "I'll see you after work!" He closed the door, walking away from the car trying to keep his thoughts off the wicked scenes from the nightmare that kept creeping back into his thoughts.

May was just starting to back up when Tony put his hand up to stop her. He patted Peter on the back, gesturing for him to go inside although his eyes never left May's car. "Just wanna have a quick chat with your aunt, okay? I'll be in in a moment. Make yourself comfortable?"

Peter swallowed thickly, nodding before slipping inside and leaving the two adults to talk.

* * *

May parked the car and sighed, watching the attractive man saunter over. He leaned slightly into the open window, resting his hand in the opening.

"What do you want, Tony?" She asked hotly, glaring up at him.

Tony opened and closed his mouth before pursing his lips and shrugging slightly. He didn't really know how to start the conversation. He didn't want to cross any boundaries and make things harder than it needed to be for Peter.

"I'm assuming you know…" She spoke again, sitting back in her seat and letting her hands relax against the steering wheel. She leant her head back and squeezed her eyes shut. It was only then that Tony really considered how stressed out May must've been. Hell, Tony had no relation to Peter and he was constantly worrying about the kid's safety.

"Yes. I know," Tony admitted, voice quiet as if he was expecting May to lecture him. He was somewhat surprised when she just sighed, letting her head fall forward and pressing a hand to her forehead.

"I mean… I'm not surprised." She muttered and looked back up at him. Her dark eyes looked tired and there were clear worry lines on her face. The middle-aged woman looked worn out.

"Not to sound rude, but you're not nearly as angry as I was expecting you to be," Tony quipped, "Peter always made it seem like you turned into the Hulk when you were mad."

May managed a weak chuckle at that and shook her head. "I'm just tired, Tony."

There wasn't any heat in her voice and she sounded exhausted, so Tony could believe her.

"You know, your kid? He's the best young man I've ever met." Tony blurted out quickly.

She smiled slightly, but it didn't do much for her mood. "He is a good kid, isn't he?" She drummed her fingers against the steering wheel and stared at the huge building in front of her. "I'm so proud of him. Really, I am, Tony."

"I have no doubt in my mind you are. You don't have to convince me." Tony gave her a small smile. She glanced up before sighing.

"I don't think Peter knows…"

"Peter's a smart kid." Tony reassured her, "I'm sure things haven't been easy May. But Peter has a lot of potential. And he's so intelligent for his age. And I mean… the Spider-Man situation is kinda like sex."

May's entire face morphed with confusion, and she just stared at Tony. He quickly continued to explain his point, "As much as you don't want him to, he's going to do it whether you like it or not."

May burst out laughing, probably due to the lack of sleep. "Jesus, Tony. He's fifteen. I'm sure he's not having sex."

"Probably not. The kids a dork." Tony teased, "But you want him to be safe about it, right? So, don't make him feel like he can't talk about it with you."

"Are we still talking about sex or…?" May asked, her voice a bit breathy from laughing so much.

"No, the superhero thing." Tony corrected, smiling a shit-eating grin before letting his tone get serious again. "You can't stop him from being a rebellious teenager. And I'm not telling you how to raise your nephew… but I know you don't want him hiding serious stuff from you."

May squinted at him, slightly offended but also intrigued by how invested Tony seemed to be in Peter. And invested in a non-selfish way. It was very different from how the media presented Iron Man. She pursed her lips, thinking about all the generous donations Tony had made to Peter since he had started interning for him: all the furniture Tony insisted he needed for the internship and the new, high tech computer that resided in Peter's room. It made her think twice about chewing him out.

"So, I should be more understanding?" May said, phrasing it more as a question as she kept eye contact with Tony.

"Well, I mean. I assume it's not an easy thing to accept… I know Pepper wasn't too pleased when I announced Iron Man to the world… but she was always supportive and continued to have my back even when she didn't agree with me." He paused, watching May mull over his words.

"You know, the kid is crazy about you May. When I recruited him he literally webbed me to his door handle and wouldn't let me out of it until I promised not to tell you." Tony smiled at the memory. "What you think means a lot and it really affects him. If you don't want him to be Spider-Man, he won't. And I personally think that would be really damaging to him."

"Are you guilt tripping me?" May asked sharply, staring at Tony like he had ten heads.

"No. I'm just saying how it is. Peter's pretty influential at this age," Tony stated. "Look, you have nothing to worry about. I'm mentoring him. I'm making him suits to maximize his safety when he does suit up. And, Peter deserves more credit than I give him, but he does know what he's doing."

May glared slightly, not sure how to react but feeling negatively about this conversation now. "Look. Tony, I have to get to work. We can talk about this later." She switched the gears to reverse and was surprised when Tony just took another step forward and poked his head in the window.

"May… I'm not trying to step on your shoes. I promise. But Spider-Man is a big thing to Peter—"

"It's none of your business really, but I've told Peter I'm okay with him being Spider-Man again. And he wasn't that enthusiastic about it." May snapped, cutting the billionaire off. "I know my nephew, Tony. And he's not that great at hiding excitement for the sake of my thoughts."

Tony stared at May, his brain trying to work through everything. He literally talked to Peter yesterday and he was torn about May not wanting him to be Spider-Man. And Tony could vouch for May being right about the kid sucking at hiding his enthusiasm. He had went to Germany with the kid and Peter had practically been bouncing off the walls the entire time.

"Is he okay?" Tony asked, glancing to the door of his house and straightening up.

"He keeps telling me he's fine… But like I said, I know Peter. Somethings up with him. He's not telling me anything about it though. I don't blame him… but still…" May rambled, all her anger and stress about being late for work fading as Peter was brought up once again. Especially since Tony seemed so genuinely concerned about Peters well being.

Tony chewed his lip. "I can try and get him to tell me what's bothering him… if you want?" He added the last part hesitantly. He knew he was going to try and figure this out anyway… but he didn't like expressing his concern so blatantly.

"Yeah. Actually, that would be great! He likes you. And you'll tell me about it…?" May let her voice trail off hopefully.

"Yeah, of course. I'll call, or you can come to the house. I'd suggest go getting coffee, but I'm happily engaged." Tony smirked at May and May just shook her head.

"Alright, well I actually have to go now. Thanks… Tony." She gave him a grateful smile before finally leaving the Stark residence. She was fifteen minutes late to work that day, but for the first time in her life she wasn't that worried about it.

* * *

 **Thanks for reading!**


	4. Chapter 4

**Hello my lovelies! Late post! I've been working on this chapter for awhile now, but I've been so busy with other things and I wasn't entirely sure where to take this chapter. I like the direction it went in though. A bit of fatherly Tony in there for you, and a bit of angsty Peter. I hope you guys enjoy! I can't promise when the next one will be up as life gets hectic. So until next time!**

 **Also thanks to everyone that reviewed, followed and favourited!**

* * *

Chapter 4

When Tony returned inside he was met with a somewhat angry Pepper Potts. She was standing in the kitchen, a giant binder laying on the counter in front of her. However, her attention was on Tony. Her hands were on her hips and she stared at him with a disapproving look.

"What? The last time you looked at me like that was literally an hour ago. What did I do in that time frame to make you upset?" Tony asked, managing a weak smile. He loved Pepper, but lately she was stressing herself out over everything and anything. Tony was taking the brunt force of it all. However, Tony understood why she was constantly irritated. Still, she didn't take too kindly to him teasing her about it.

"Why is there a teenage boy in the living room?" She asked hotly, her eyes narrowing more.

"Peter? Oh! He's my intern."

"Your what?" Pepper squinted and leaned forward slightly as if she hadn't heard him correctly. "Since when do you have an intern?"

"Since last night. I've got a lot of stuff to do and the kid can help out."

"What? Am I chopped liver?" Pepper asked, gesturing to herself.

"Of course not." He walked over, giving her a peck on the cheek. She let out a soft sigh and gave Tony a look.

"What's wrong?" Tony asked, voice lowering a few octaves.

"You promised you'd help me out with all this today," She tapped the binder without taking her eyes off Tony. "You seriously can't just keep doing whatever you want and leave me to deal with all the Stark Industries business on my own."

"Pepper," He sighed slightly and squeezed her hand gently. "Why don't you take the day off? You're not going to understand why, but I need to train the intern today."

Tony picked his words carefully. "Plus, the kids already brought coffee and donuts. I'd be a colossal asshole to turn him away now."

Pepper just sighed, clearly not convinced. "I can't just take the day off. Between Stark Industries and wedding planning AND taking care of you, I'm swamped."

"Hey! I can take care of myself," Tony smirked and raised an eyebrow when Pepper snorted.

"No, you're basically a man child Tony." She replied, a small smile forming on her lips.

Tony chuckled and gave her a quick kiss. "I promise I'll make up for this tonight, okay?"

Pepper exhaled deeply and just shrugged. "You better, or you're sleeping on the couch."

And with that, Pepper turned and walked out of the kitchen area and into the living room. She forced a smile at the teenager who was sitting on the couch like a deer in the headlights, nursing a coffee in his hand with the box of donuts in his lap. Tony followed her out, watching her disappear to another place in the tower before turning his attention to Peter.

"Alright!" Tony clapped his hands, motioning for Peter to get up. "Follow me."

As he passed Peter, he took the coffee that the young man had bought him and started down to his lab. Peter followed quietly and neither of them tried to initiate conversation. Tony was trying to think of something to say when Peter spoke.

"I'm sorry if my being here is problematic, Mr. Stark."

Tony cast a glance at the kid over his shoulder and saw he was giving him a sheepish smile and shrugged.

"No, No. It's not a problem, Peter. Pepper's just a bit stressed out about the engagement and the wedding, and work," Tony explained as he continued to lead Peter down the hall. "She's a workaholic, that woman. Never knows when to take a break."

Peter made a sound of agreement, hopefully making things feel less awkward. "She seems really nice."

"She is. Great woman," Tony responded, starting to mumble to himself with a small smile on his lips. He stopped at the door to his lab and heard Peter's sharp intake of breath as he got a view of it from the glass window-like walls he had installed.

Tony gave him a small smile before pushing open the door and starting down. Peter followed slowly, taking everything in. The lab was absolutely magnificent. It was huge, filled with work tables and the latest technology. The room was illuminated with blue light from all the monitors around. There were stairs that lead down to where Peter assumed all the real work happened. He peered over the railing, mouth gaped open. The place was littered with blue prints, various work boxes, and scrap metal. It was exactly how he imagined it… and better. His gaze shifted to where the Iron Man suits were standing, isolated from the mess in their own corner of the work shop. They looked like they could have been in a display case, but Peter could tell they weren't behind a glass wall.

"This is so cool," he breathed out, starting to return to his usual demeanor of an excited puppy. He couldn't help but grin goofily at Tony when he looked up at him from the floor below.

"You coming down, Underoos? I didn't invite you here to just get me coffee and donuts."

"Oh! Sorry, Mr. Stark…" Peter quickly stammered, overcoming his awe and starting down the stairs. "I just… This place…. It's just…. Amazing." Peter did a 360 turn to check out the rest of it. When he got back around, he seen Tony looking at him funnily. There was a hint of amusement in his stare, but Peter quickly stopped in his tracks. He shuffled from foot to foot awkwardly, starting to feel embarrassed.

"Yeah? I'm glad you like my lab. I worked hard on it."

"You made this?!" Peter blurted out, unable to help himself.

"Well… Yeah," Tony said bluntly.

"Oh my Goodness, That's so cool!" Peter exclaimed, and Tony couldn't help but think back to May saying the kid sucked at hiding excitement. This was just more evidence for the case. In a way, it was nice. Tony wished he could be that happy all the time. It seemed to come so naturally to Peter.

"Yeah… I guess it is." Tony flashed him a quick smile after a beat of silence, before heading over to what Peter assumed was his latest project.

"Hey Peter, find an open spot and lay the donuts down on the table, would you?"

Peter nodded, quickly moving to do what Tony had asked. He nudged a wrench and a screwdriver out of the way and then placed the donuts down, keeping his eyes trained on Tony just in case he was going to ask him to do something else. After a few moments passed, Peter started talking again.

"You know Mr. Stark, this is a really cool set up. Like super cool. And you made this by yourself? Wow… That's amazing. It's actually really cool. Super cool. I wish I had my own personal workshop. If I did I think I'd make the tiles lighter…. Not that black is a bad choice… But I don't know, maybe a beige or a gray or a—"

"Peter," Tony barked, stopping the kids rambling. "Can you be quiet for just like, two minutes? I'm working."

Peter swallowed before nodding. "Oh… Oh yeah. Sorry. I'll be quiet now…" Peter nodded, as if he was confirming that statement with himself before he sat in a swivel chair over by a table filled with blue prints. He scanned them, looking over the designs curiously. He knew it wasn't any of his business, but Mr. Stark wasn't giving him anything to do. He peered over the table, finding blue prints for what seemed to be the next Iron Man suit. He peered back at Tony, who was still tinkering with some metal object before tugging the sheet towards him. He was looking it over, absorbing all the details, when he felt a hand clap on his shoulder. He flinched like he had been tasered before looking up at Tony.

"Hey! No touching anything!" He snapped. Peter couldn't help but sigh.

"Well what else do you want me to do?" Peter asked. "You can't just make me sit here all day."

"I mean, I can." Tony retorted before he sighed and looked around the room. "Come on." He gestured for the teenager to stand before walking over to his work bench. He pointed to the tool box that was under the table.

"What? Do you want me to help you build something?" Peter asked, his eyes lighting up.

"No. I want you to hand me a wrench."

Peter couldn't help but roll his eyes, before doing as he was told.

"Is this it? Handing you your tools?" Peter pestered, plopping down onto the work bench next to Tony unenthusiastically.

"You sound very ungrateful." Tony started, giving Peter a look that let him know he was pushing the envelope.

Peter swallowed before sighing and leaning against the wall to watch Tony work.

"Alright. Hand me my plyers."

* * *

It was around lunch time when Peter got away from the lab and Mr. Stark. Tony had sent him upstairs to make them lunch and gave him a very extensive list of things that he wanted on his sandwich. He sighed as he trudged up the stairs, biting his lip slightly. His mood had worsened. He hated that he was just sitting there, feeling unwanted by the exact same man that invited him here. It also didn't help that every time he heard metal scraping against metal he had to consciously try to repress the reflex of flinching. Maybe he shouldn't have come today… Peter stopped at the top of the stairs and bit his lip as he looked around. He wasn't used to big houses and he had slight anxiety about ending up in the wrong place and getting lost. And there was no way Peter was activating an AI to help him get to the kitchen. Hell, he was taking AP chemistry and AP physics. He could find his way to a kitchen, couldn't he?

He retraced his steps carefully and found himself in the living room once again. He halted in his steps at seeing Pepper Potts sitting on one of the couches, grumbling to herself as she looked over forms. She sighed, not noticing Peter and tugged at her hair. Peter didn't want to intrude, but he was having a hard time finding the kitchen. He coughed a little, surprised when Pepper startled, knocking her pens and highlighters to the floor.

Pepper cursed under her breath without a second thought and looked up. "Oh! It's you… Sorry, I didn't catch your name." She quickly

"Peter," He said softly, giving her a sheepish smile. "I uh, sorry to bother you, Ms. Potts. But can you point me in the direction of the kitchen? Mr. Stark wanted me to make him lunch."

Pepper gave him a strange look at the way he addressed the both of them. "Mr. Stark?"

Peter went to shrug but stopped himself. He didn't want to get off on the wrong foot with Mr. Starks' fiancée. "Yeah. I uh… I don't want to be disrespectful."

She nodded slowly, "I don't hear many people around here call Tony _Mr. Stark_." She chuckled lightly, trying to lighten the mood. Before Peter could try and stutter out a decent answer, Pepper gave him directions to the kitchen.

Peter nodded and thanked her. As Pepper got back to her work and Peter started out, he couldn't help but hesitate at the archway of the living room. Peter couldn't help but feel slightly bad about how stressed out the woman seemed to be. He swallowed thickly before ducking his head and going to the kitchen to make lunch. He rubbed his hands together and absentmindedly ran a hand through his hair. He felt bad about everything lately. He was constantly thinking about his actions and the consequences that came from them. By being Spider-Man, he was hurting Aunt May. By not being Spider-Man, people in New York were getting robbed from, mugged, and shot… so in a way he was hurting innocent civilians. By being given the opportunity to intern under Tony Stark, he was putting strain on Pepper and Tony's relationship. Peter sighed loudly, finding his way to the kitchen. As he made the sandwiches he couldn't help but feel responsible for ruining Ms. Pott's plans for the day. And what had he come over for? To watch Tony tinker with some odd contraption? All he was doing was handing Tony various work tools and being met with annoyed grunts every time he asked a question. This wasn't really how he wanted to be spending his Saturday, even if he was thrilled to be around his idol.

Peter was confused. Tony had gone out of his way to track him down last night to make sure he was okay, and then today he couldn't be bothered to even talk to him. He huffed in annoyance, spreading mayonnaise onto a slice of bread a bit more aggressively than needed. The inconsistency in Tony's actions angered Peter, and it wasn't helping his spiralling thoughts. He often could tell when his self-doubt and insecurities were playing mind games with him… but it still didn't make the constant thoughts that plagued his mind fun to deal with. It was exhausting trying to convince himself that the things his brain churned out about how other people felt about him were just thoughts. They weren't real. They weren't truth. But sometimes, he couldn't help but fall into the trap his mind set. He hated feeling so self conscious. It's why he loved Ned and MJ. The both of them were blunt and their actions always added up to their words. He knew he had been a mess since Uncle Ben's death. And he was grateful he had a best friend like Ned Leeds, someone who didn't try to be anyone else but themselves around Peter. It helped Peter feel like he could be completely himself too. He was smiling thinking about Ned, but then his mind switched gears. The nightmare creeped back in along with the idea of losing Ned. Or MJ. Or May. Or anyone that he loved.

He didn't realize his hands were shaking until he dropped the knife he had been using to make the sandwiches. The loud clatter startled him out of his thoughts, and he couldn't help but take two steps back, leaning against the counter. He felt his heart starting to speed up and his eyes widened. "No... No, not here." He choked out, hoping that if he verbalized the words his body would obey. He couldn't have a panic attack at Tony Starks house. No. No. NO! The anxiety of having a panic attack only sped up the results, and before Peter knew what was going on with him, he had his hand pressed to his mouth to muffle the sobs. He needed air. He scrambled to open the window, trying to focus on his breathing… to get it back to normal. "Come… Come on…" He squeaked, gripping the counter so hard his knuckles turned white. He felt so hot and there was barely a breeze outside. He resorted to splashing his face with cold water, hoping that it'd shock him out of it. Hoping it would bring him back to _now_. It worked, but only a little. Peter ducked his head low, forcing himself to breathe normally. His posture was rigid and stiff, like that of a caged animal. God, he really felt like a caged animal.

Gradually, the episode passed, and Peter let himself slide to the floor. He rested his head back on one of the cupboard doors, closing his eyes tightly to keep from crying. The very little bit of energy he had managed to rile up for today had been completely drained out of his system. But… he had to bring Tony his lunch. He gave himself a few more minutes before hauling himself up. The movement made his stomach flip flop, and Peter decided he wasn't hungry.

* * *

On the way back down to Tony's lab, Peter stopped back into the living room. He cleared his throat to announce his arrival and carefully laid a plate and glass of water down on the coffee table. Pepper blinked at the food confused, before looking up to Peter in a dissociated dazed.

Peter gave her a sheepish smile, having decided the least he could do was make her lunch. "I uh, didn't know what you liked… But I made you a sandwich. You should at least get a lunch break for all the work you do." He shrugged.

"I… Uh… Thank you…" Pepper stumbled over her words, looking at Peter in awe, as if he was a new species.

"It's no problem, Ms. Potts. It's the least I can do." He forced a smile, leaving the room before Pepper could respond. Pepper open and closed her mouth, a warm feeling starting to stir in the pit of her stomach as she watched the boy walk away before turning her attention to her lunch. Peter had cut up her sandwich into four, small triangles and had added precisely two ice cubes to her water. She couldn't help the small smile that spread across her face. He was a wholesome individual, Pepper decided. A very sweet boy. She couldn't help but wonder where Tony had even found him.

Peter found his way back to the lab with no difficulty, pushing open the door with his back and coming in. He heard Tony shout from his work station "Took you long enough!" and Peter had to consciously bite his tongue.

"Yeah, sorry about that," He descended down the stairs without actively looking up to talk to Tony. The lack of sleep, food and his most recent panic attack was starting to physically make itself known. Peter felt terrible, but his appetite was nonexistent as of right now, and there was no way he was going to ask Mr. Stark if he could leave early or crash somewhere in his place. He only had about five more hours here. He could make it. However, Peter should have known that he looked as bad as he felt.

Tony stood up straighter when Peter approached, taking the plate and glass from him before glancing over him warily. "You feeling okay?"

"What? Yeah. Yeah! I'm feeling great!" Peter insisted, trying his best to sound enthusiastic and believable. Peter could tell by the disapproving look Mr. Stark was giving him that he didn't believe him.

"Sit down. You look like crap." Tony ordered, keeping his gaze cold and harsh. He was worried about Peter, but he couldn't make it obvious. He didn't want to make it obvious.

Peter sighed but listened, returning back to the same spot he had been sitting for a few hours. Tony grabbed a rag off the table behind him and hauled the swivel chair out from the desk before putting it in front of Peter. He plopped down on it and began wiping the oil and grease from his hands as he studied Peter. "Were you crying?"

"What?! No. No…" Peter snapped, hoping his voice wasn't giving anything away.

Tony tilted his head at the kid, wondering exactly what was going on.

"Rough day?"

"No! I love being here Mr. Stark, really," Peter started, sitting up straighter on the bench. He sounded so anxious it hurt Tony. "I'm sorry. I haven't been the best company today. Don't be mad. I'll work harder, I promise—"

"I'm not angry, Peter," Tony cut off, watching the teenager visibly relax. Tony frowned deeply at Peter, feeling something that he couldn't quite put into words. He didn't like how wound up Peter was lately. He always seemed on edge: constantly trying to not upset people and trying to be who everyone else wanted him to be. He was acting like if he said the wrong thing he was going to get hit, which just saddened Tony immensely. Peter reminded him of himself as a teenager.

"You're… You're not?" Peter asked after a moment of silence, sounding relieved and slightly confused.

"No. I'm not angry," Tony assured him.

"But all day you've been acting like you don't want me around. I thought I might've done something…" Peter let his voice trail off.

Tony sighed and ran a hand through his hair before looking around his lab. God… He didn't like this. He didn't know how to explain it to this fifteen-year-old kid in front of him, but he felt like he needed to. Tony wasn't good with feelings or talking. He built his walls up high, walking around with the "I'm-better-than-you" mentality for show. He hated being vulnerable with people. Tony Stark was picky; His circle was small, and within that circle, maybe three people really knew Tony. He liked it that way. And somehow this dorky, amazing kid had wiggled past all his defenses and brought out Tony's vulnerability. The vulnerability he reserved for Pepper and for James Rhodes. He hated it… but he also craved the weird ,confusing, and undeniable connection between them.

"Pete," Tony breathed out, keeping his head low and his gaze averted, even though Peter was watching him like a hawk. He glanced over, before giving the kid a half-hearted smile and gesturing to his lab. "This is my lab. This is my place. I come here when I'm feeling inspired, when I'm feeling good, when I'm feeling low…. When I just want to be alone."

Peter nodded slowly, keeping his mouth closed as Tony took another breath and began again.

"So, I'm used to being alone here. It's a lonely place. Seldom people have come here. Pepper doesn't even really come down here. This lab is a very personal thing for me… And I've invited you here." His gaze, which had been shifting all around the room except for the teenage boy in front of him finally landed on Peter. Peter swallowed a bit shakily, trying to make sense of what the older man was saying.

"Peter, you would not be here if I didn't want you to be here. I'm just not used to having other people around down here. I don't really know how to utilize you." He gave him a once over, before narrowing his eyes. "But that doesn't mean I don't want you here. I'm trying, okay?"

Peter was surprised at how quiet Tony's voice was and at how serious his gaze was.

Tony couldn't help the weak chuckle that escaped with the way that Peter was gawking at him. "I do want you around Peter. You're one of the smartest kids I know… and I'd be honoured to mentor you. I… I'm just not good at…." Tony's voice trailed off and he sighed.

"I… I get it, Mr. Stark." Peter said softly while nodding slowly. Tony gave him a weak smile before standing to go get his sandwich. It was only then that he noticed Peter hadn't brought anything down for himself.

"Hey, you didn't make yourself lunch?"

Peter opened his mouth to lie but stopped himself. He felt like Tony and him were having a moment of sorts… one with raw honesty. He didn't want to ruin it. "I… uh. I'm just not hungry." Peter shrugged.

Tony gave him a weird look, before looking down at his plate and dividing the food up evenly. He then walked back over to where Peter was, sat in front of him and offered him half of his sandwich. When Peter started to mumble out an excuse, Tony gave him a look that silenced him.

"You need to eat, Peter."

Peter sat up a bit more, before nodding and taking the sandwich from him. "Uh… Thanks, Mr. Stark."

Tony looked at the young teen, unable to help but worry. Peter had dark circles under his eyes and just looked generally unwell. His eyes were glassy too, as if he were about to cry.

"Are you okay?" Tony prompted again, surprised when Peter grimaced and wiped at his eyes.

"Y-Yeah. I'm fine, Mr. Stark." Peter hated the way his voice cracked.

Tony frowned deeply, abandoning his sandwich on the plate and moving to crouch in front of Peter "Hey, what's going on? Why are you crying?"

He was crying? Fuck. Peter wiped at his eyes quickly and looked away from Mr. Stark as quickly as possible. "I'm fine. I swear. Just… Please…" Peter basically pleaded, curling into himself on the work bench.

"Peter?" Tony asked, his voice soft and full of concern. He stared at the teen worriedly, unsure what he was supposed to do in this situation. He had seen Peter almost cry before… when he took away the Spider Suit. But this was much different. Tony didn't know why Peter was crying now.

"Hey come on, kid? What will cheer you up? You want to work on my project?" He asked, trying to keep his voice light and cheery as if he was talking to a young child. Peter only laughed bitterly, but at least he finally made eye contact with him. Tony instantly hated how depressed Peter looked.

Peter wiped at his blood shot and puffy eyes, sniffling and wiping his nose in his sleeve. "I… I'm really not hungry Mr. Stark…" He handed the food back, wrapping his arms around his knees.

Tony bit his lip, not entirely sure what to do or say. "Peter…" He sighed, looking over the boy with so much worry that Peter started to feel guilt creep in again. He was going to do the exact same thing to Tony that he did to Aunt May.

"I'm sorry. I shouldn't have come today… I'm… sorry…" Peter blurted out, starting to get up and leave. Tony quickly stood and grabbed Peter by the arm, stopping him in his tracks.

"Pardon my language, but you're an idiot if you think I'm letting you walk out the door like this." Tony stated, his voice angry, but somehow calm.

Peter open and closed his mouth a few times before settling to looking at his feet.

"What's going on?"

"Mr. Stark…. Please… I just—"

"Peter," Tony snapped, using the best scolding voice he could possibly muster.

"It's stupid… I just… My marks came in for my latest chemistry assignment and I failed." Peter stated, lying through his teeth. "I worked really hard on it… and I failed. It... wasn't good enough."

Peter felt tears welling up again, however he wasn't thinking about a chemistry assignment, that, didn't exist. Instead he was thinking about himself. Himself as a hero…. Himself as a person.

"You…. You're crying over homework?" Tony asked, stunned.

Oh. Only if Tony knew. Peter laughed weakly, wiping at his eyes. "Stupid, right?"

Tony watched him skeptically, knowing there was something more going on in that kids' brain. But he managed a snort and ruffled the kids' hair. "You're a weird kid, Pete."

* * *

Gradually, the pair began actually working together on Tony's project together. Tony couldn't stop himself from trying to analyze the kid. But he could tell he couldn't just demand for the answers he wanted and receive them with honesty. As much as the idea terrified him, Tony knew the only way to get Peter to lower his guard enough to finally start talking was to do the exact same thing: lower his own guard.

When Peter got picked up by Aunt May that night, Tony and May didn't speak to one another. Tony just gave her a sad smile and shook his head… she didn't need to know about Peter's crying session today. Peter stopped at the door, waving to May before turning to Tony.

"You don't want to talk to May?" He asked, seeming kind of nervous.

"No… Not tonight." Tony said with a shrug. "I have to tend to the needs of my fiancée tonight."

Peter nodded, "Well, I'm going to go now. Uh… Mr. Stark?"

Tony nodded, raising an eyebrow as there was a beat of silence between the two.

"Thanks for having me over today. And thanks for uh… not telling May…. About the assignment… She'd get really upset knowing I failed…" Peter gave a weak smile and shrug, hoping Tony couldn't see past the charade.

Tony just smiled, playing along. "Of course. Anything for my favourite intern."

Peter smiled brightly before giving Tony a formal handshake (which was awkward but appreciated by the older man).

"See you next time!" Peter called before ducking out of the doorway and heading to May's car. He heard Tony yell at him to be back after school on Monday and Peter felt a little bit better about everything. He slipped into the car and kissed his aunt on the cheek. May gave him a big smile before they started their usual routine (that hadn't been so usual lately) about how their days went. For the most part, Peter's answers were vague and short. He was curled up in the passenger's seat, exhausted and drained. He tried to continue listening to the story of his Aunts day, mumbling out "Mhmmm" and "yeah?" every few seconds. But soon enough, all the sounds blended together until Peter couldn't distinguish anything, and he was whisked into the peaceful darkness that sleep ensued. And for the week that Peter had been having, it was the best sleep he had had in a long time.

* * *

 **Thanks for reading!**


	5. Chapter 5

**Hey guys. Sorry for the delay. Life's been hectic, and I've honestly been doing a lot of thinking about where I want to take this. I have two ideas in mind, so I probably won't be posting much until I figure out which way I want to take this. But I've had this chapter done for awhile now and figured I'd share it. I'll post again as soon as I can, so please be patient. Apologies that this chapter isn't all that dramatic, but I figured Peter could use some easy going moments right now.**

 **Enjoy!**

 **Also, thanks to everyone who favourited, followed and reviewed! It means a lot!**

* * *

Chapter 5

When Peter woke up the next morning, he had no memory of what happened after he left Mr. Starks house. He had no idea how he got back to his little bed in Queens, or if he even had dinner afterwards. The way his stomach felt confirmed that he hadn't. He sighed and forced himself up, gasping slightly at the wave of vertigo that hit him. He knew skipping meals wasn't a smart idea since the spider bite; his metabolism worked much quicker now and without food in his system his energy drained fast. He was blinking the fuzzy dots in his vision away when he heard the door creak open. He instinctively turned his head and seen May, standing timidly at the door with a plate of French toast in her hand. She gave Peter a weak smile and wrapped her knuckles lightly against the door before pushing it open and starting inside.

"You're up!" The relief in her voice was plainly obvious and she sat down next to Peter, instantly putting a hand on his forehead to check his temperature.

"Am I sick?" Peter asked in a raspy voice, confused. May quickly went to reach for Peter's night stand where, Peter was just noticing, there was a glass of water. She quickly ushered it into his hands and prompted him to drink.

"Are you okay?" May asked, not even answering Peter. Peter just suspected she didn't know how to answer and let it go, quickly gulping down the water. The water was room temperature (it probably had been there all night) but it was comforting for Peter's dry throat. He didn't even realize he finished the glass until May was tugging it gently from his fingers.

"Wow… I didn't even know I was thirsty," Peter laughed halfheartedly, watching May suspiciously. She looked exhausted and Peter knew she probably had not gotten any sleep last night. She forced a tight-lipped smile before absentmindedly pushing his curls back. She leaned in to kiss his forehead, closing her eyes tightly for a second. She let out a soft breath and pulled away.

"You really worried me last night…" She whispered, finally handing the plate of breakfast. Peter's stomach growled once he fully realized there was food in the room.

"Why? What did I do last night?" Peter asked, slowly starting to cut up the French toast. He was trying hard not to let the meal in front of him distract him from Aunt May… but he felt like he hadn't eaten in ages and it smelt so damn good. May didn't seem to mind him turning into a ravenous animal while she talked.

"Well, I picked you up from Mr. Stark's and you fell asleep on the way home. And then when I got home, you wouldn't wake up…" She bit her lip, watching Peter. "I mean… I finally got you awake… But you were barely conscious. And then I had to get you up the stairs… Which was… a challenge…" She laughed. "Honestly, I kind of thought you were really drunk."

Peter sat up straight and looked her dead in the eye, "May… I swear. I've never tried alcohol… Mr. Stark didn't—"

May laughed even more, grabbing one of Peter's hands with both of hers. "I know Mr. Stark didn't get you drunk, baby."

Peter managed a weak laugh, although he wasn't feeling much in a laughing mood. May slowly continued.

"Yeah, but when I got you home all you wanted to do was get to bed. You went to sleep at 5:30 and you stayed out all night…"

Peter's eyes widened. "What?!"

"Yeah… I had no idea what was wrong. You were _**out**_ _._ I couldn't wake you up at all. I was worried you were really sick…" May wiped at her eyes absentmindedly and Peter felt a pang in his heart.

"I'm sorry…"

"Peter…" May's bottom lip quivered, and she wrapped her arms around him, pulling him close to her and holding him tightly. "I'm just happy you're okay, sweetie. Don't apologize…"

Peter hated how her voice sounded when she was holding back tears. He hated that he was always making her cry lately. He hated how he always made her worry. And he hated how he could've prevented it all. He could've just eaten yesterday. Why hadn't he even tried to eat yesterday? Because of a stupid nightmare?

The thought of the nightmare vanquished all the anger Peter had against himself. As he remembered the events of yesterday (how shaken up in the morning he had been and how that uneasiness had made him queasy and on edge all day) it only just made him more aware of this moment. His aunt cared about him so much. She had stayed up all night making sure he was alright. It made him realize how much he loved his Aunt May. It made him realize how much his Aunt May loved him. He shifted in the hug, reaching over his Aunt May to place the plate (which was now empty) on the night stand before hugging her back just as tight. She made a little sound, but only strengthened her grip. He felt her fingers running through his hair. Peter closed his eyes, breathing into her shoulder. He thought about how for the past month he had been pushing Aunt May away. And why? Maybe a part of it was because he was afraid she wouldn't accept him anymore. But maybe there was more to it than that. Maybe it was because Adrien Toomes threatened to kill everyone he loved in the back of his car on homecoming night while holding him at gun point. Peter inhaled a bit shakily, turning to snuggle into his aunt even more as if he was a little kid again. Maybe it was because he felt bad about not being able to be a normal thing in Aunt May's messed up life.

"Peter? Honey? Are you crying?" May pulled back to look at him.

Peter quickly wiped at his eyes, surprised that his hands came back wet. "Yeah… A little…" He admitted softly.

"What's wrong?" May's eyes were wide with concern and Peter just stared at her in all her beauty… and he never felt more grateful for the woman in front of him.

"I'm just…. I… I really love you." Peter shrugged, laughing a little at how stupid he sounded. "And thank you…"

"Thank me? For what?" May stared at him confused.

"For staying up all night to make sure I'm okay…" Peter started, looking at her closely. She looked seconds from crashing into unconsciousness and Peter felt a pang of guilt run through him. He took a small breath before quickly blurting out "And for being the best parent I could ever ask for."

May opened and closed her mouth in surprise, tearing up. "Oh my God... Peter, you're going to make _me_ cry." She laughed, staring at Peter with watery eyes. Peter reached up and wiped away the tears threatening to fall.

"I mean it though…" Peter stated seriously, kissing her forehead (something that took May by surprise; Peter hadn't done that gesture in ages).

"You do so much for me and I don't let you know how grateful I am… But I am."

May smiled weakly, before glancing over Peter once more. "Are you sure you're okay?"

Peter nodded quickly, "yeah… I just needed food."

May smiled sadly, knowing that's not what she meant but not wanting to push Peter too far in the first half hour of him being awake. But God, wasn't she happy he was awake.

"I love you… so much," She stated suddenly, grabbing his face with one hand and squeezing his cheeks. She laughed as he went to whap her hands away.

"Hey! Don't do that!" Peter laughed, and May couldn't help but laugh with him as she let go of his face.

"Have I ever told you you're my favourite nephew?" May asked amusingly. Peter stared at her with a deadpanned look.

"I'm your _only_ nephew," Peter answered, his lips twitching upward into a soft smile. May returned it before standing and ruffling his hair.

As she stood she wiped her wet hands on her jeans and announced, "Well… I have to get going… Are you feeling better enough to be on your own?"

"I'll be better in a little bit…" Peter said, before tilting his head confused. "Wait… Do you have work today?"

"It's a short shift." She said, and Peter frowned deeply.

"But you didn't get any sleep last night…"

"I'll be okay Peter. I'm carpooling today so I won't be driving…"

"Still…" Peter started to protest but May stopped him.

"Peter." Her voice stopped him from continuing. He open and closed his mouth, wanting to say that she should take care of herself more… but really, was he one to talk? He let out a defeated sigh and glanced at her, concern evident in his eyes.

"It's only four hours… I'll be home by supper time. Chinese tonight?" She asked, starting towards the door.

"Yeah… Yeah, okay. Uh, May?"

She stopped at the door, turning to look at her nephew. He was looking much better; his skin wasn't nearly as pale anymore and his cheeks had a rosy tint.

"Could I invite a few friends over for a bit? Ned and MJ wanted to come over to study for our physics test." Peter explained. May pursed her lips, her face contorted as if she was thinking about it before nodding.

"Yeah, of course. You kids stay out of trouble while I'm gone…" She nodded in the direction of the Spider suit and gave Peter a serious look. Peter nodded, smiling slightly.

"Of course! When do I ever get into trouble?" Peter asked, a playfulness to his voice. May laughed at his comment, lingering in the doorway for a second longer. She hadn't seen Peter back to his normal self in such a long time… She tried not to sigh as she said goodbye and finally left the room, closing the door behind her.

May grabbed her jacket and her purse before leaving her apartment and locking the door behind her. She started down the stairs, wiping at her eyes and fixing her hair absentmindedly. She was going out for the evening, but it wasn't to work. Soon, she was at the bottom of the stairs and she headed out to the main door to the streets of New York, where she found a black car parked on the side of the road. She slowed her pace, walking over cautiously before tapping on the window of the driver's side where an older man was scrolling through his phone. He looked up at the noise before putting down the window.

"May Parker?" He asked, watching her suspiciously.

"Yes… And you're Happy Hogan?"

He nodded before unlocking the doors. "Get in, the boss is waiting for you."

* * *

Tony had given Pepper a good night, just like he had promised. They had gone out for dinner after the Parker's had left, had went dancing, and then had returned to the mansion for the rest of the night's activities. It had been a wonderful night and although Tony had had a great time, had come home well fed and genuinely pleased with life for the first time in awhile, he hadn't gotten to bed easily. He always had a hard time getting a good night's sleep, particularly since he had impulsively created his superhero persona. Hell, he loved being Iron Man, but his experiences in that suit weren't especially cheery. So, while he had gotten a few hours of sleep under his belt, he couldn't ignore the restlessness that ached deep within his bones and had woken him up to start the day at 5 AM. He sighed when his eyes had glanced over to his alarm clock and he seen the time. He knew trying to get back to sleep would be futile as he felt wide awake (even though he had only gotten to bed at one). He looked over to where Pepper was sleeping next to him, curled up in the blankets and breathing softly. He smiled warmly, knowing that she had drank too much the night before and would probably sleep in past noon.

 _Much needed sleep_ , he thought and leaned over to kiss her temple. His hand rested on her waist for a small moment as he took a few seconds to smell her hair.

"Morning Peps," He murmured. He couldn't help but huff out a laugh when she snored in response, wrinkling her nose and shifting closer to him by a few centimeters.

"Out like a light," Tony smiled into her hair as he muttered to himself. He slowly pulled away from her, tucking the blankets around her snugly before he started downstairs to brew himself a cup of coffee. He ran a hand through his tousled hair, stopping in the bathroom to splash his face with some cold water. He stared at himself in the mirror for a moment or two, wishing for once in his life he could sleep past 6. He grabbed a towel, wiping his face and the droplets that had run down his neck and chest away before throwing the towel into the hamper.

He clapped his hands together, "Coffee!" He announced to his reflection and trotted away.

Finally, he had gotten down to the kitchen. Flicking the lights on, he started brewing his first coffee for the day. He looked around, smiling as he thought about the events that transpired last night. The half empty wine bottle that Pepper had insisted on finishing last night was still open on the counter. He couldn't help but chuckle as he remembered plucking it out of her hands, reminding her that she had drank too much that night and having her pout at him… which had been the spark that lead to many other fun activities last night. He sighed happily as he began cleaning, feeling grateful that he had that woman in his life. As he was cleaning, he seen that both of their phones had been left on the counter and forgotten about for the night. Knowing that Pepper used her phone a lot for business, he located the charger to plug it in. He was surprised when he came back to see his phone vibrating against the marble counter top.

"What the—?" Who the hell was calling him at 5AM? He quickly picked up his phone, expecting the name to be Rhodey or Nick Fury, but was even more surprised to see it was Peter. He quickly answered, "Uh, Good morning?"

"Tony?"

He was taken aback at hearing a woman's voice on the line, "Yes?"

"Hi! Hey... Um, hello… I uh... This is May Parker?"

Tony chewed his lip, "Yeah, I kind of figured… What's up? Why are you calling?"

"It's about Peter…"

Tony tensed immediately, his mind instantly conjuring up stupid and dangerous situations that boy could've gotten himself into. "What? What's wrong?"

"How was he today? Like… was he okay?" May asked softly. She sounded exhausted but also high strung. Tony suspected she hadn't been to sleep yet.

"He uh... worked well? Why? Is he okay?"

"I… I don't really know. He went to bed like the second he got home and he's just… not waking up?"

Tony blinked confused, "You called me because he's a heavy sleeper?"

"But that's the thing… He's normally not a heavy sleeper." She sighed, sounding on the verge of tears.

"I'm sorry. I know this is stupid and he's probably fine… but… I really don't know who else to turn to." She laughed bitterly. "He's been so distant lately and the only other adult I know he communicates with on a somewhat regular basis is you. And I just need to know if he was okay today."

Tony paused, thinking back to him sobbing in his lab about a supposed failed test. His stomach twisted slightly as he really took into account how weird Peter had been acting lately. "Okay… how?"

"Okay… Like, okay. Like… healthy? Like himself?" May sighed, mumbling out an apology. "I know he hasn't been eating well…"

"He didn't eat lunch," Tony offered, wondering if he should say anything about the crying incident.

"He didn't eat lunch?" May sounded slightly surprised.

"Yeah. Said he wasn't hungry…" Tony chewed his lip.

May cussed a little and Tony heard movement on the other end of the phone.

"Miss Parker?" Tony prompted, hoping to get a reason as in to why that agitated her so much.

"He hasn't eaten anything all day..." She spoke, sounding distracted.

Tony frowned, starting to absentmindedly pace back and forth in the kitchen. The kid wasn't eating. He wasn't engaging in activities that he usually loved (Aka: being Spider-Man), and he seemed to be a tad bit more emotional than usual. Tony was starting to get a really bad feeling about this. He, himself, had been through some pretty tough times and he knew he had acted in similar ways. A lot of the behaviours seemed to be a cry for help in Tony's eyes.

"Hey… May, Miss Parker…. Uh..."

"What?" She snapped.

"Can we… Can we meet up later today?"

"What?" Her voice was softer now and a bit more confused. "Why?"

"Well… I think we should talk… about Peter." Tony muttered.

"Why? What do you know?" May's voice changed once again, defensive and protective.

"I just…" Tony bit his lip. He didn't want to outright say that Peter was exhibiting a lot of the behaviors he himself had when he was feeling deeply depressed. "I'm just worried about him… And I think we should meet up and talk about this in person…"

"Tony, it's 5:30 in the morning and this is my only day off and…" She sighed, she sounded exhausted.

"I won't take up much of your time. How about, one? If you get to sleep now and wake up at 12 that's 6 hours… at least."

May laughed at him. "That's funny…" She sighed, before agreeing to meet up. They decided on going to a coffee shop in an underpopulated area of the city, as to create less scandal, and Tony informed her that Happy would come pick her up (so she wouldn't have to worry about driving). Then when Tony got off the phone, he finally poured himself a cup of lukewarm coffee and sat down. He couldn't stop himself from worrying about the Spider-Kid, wondering how the hell he got this mixed up in the kids personal business. He took a swig of his beverage, sitting in sadness as he realized the happiness of last night was gone, vanquished by this ugly feeling of distress.

* * *

By one o'clock, Tony was a bottle of nerves. He tapped his fingers steadily against his coffee cup. What was this? His seventh coffee today? He took another gulp of the dirt tasting liquid, grimacing as it went down. This café sucked. But that was the point. It was somewhere no one would expect Tony Stark to be. He couldn't imagine how stressful it would be to the Parkers if it became public that he was meeting with them personally.

The moment that thought crossed his mind, the door chimed and through the door came a frazzled May Parker. Tony shifted in his seat, waving to her. She quickly walked over, dropping into the chair across from him with a sad sigh and dropping her head onto the table.

"Don't take this the wrong way, but you look like a corpse." Tony said, taking another sip of the gritty liquid.

"I feel like a corpse," May mumbled, not bothering to move from her position. She sat up after a few more moments and just stared at Tony. "I didn't sleep last night."

Tony clucked in disapproval. "I told you to go to bed."

"Peter didn't wake up until 12," She continued as if Tony hadn't even spoken.

"What? What time did he go to sleep?"

"He slept 19 hours." May said, rubbing her temples. She was harbouring quite the headache and wanted nothing more than to fall into a hibernation.

Tony almost spat out his coffee, " _19 HOURS!?"_

"Yeah… Can you not talk so loud?" May grumbled, finally rooting around in her purse to get change. She stood, trudging over to the counter like she had weights around her ankles. Tony watched worriedly, his fingers resuming their impatient tapping against his cup. Once May got her coffee, she returned back to their table. She pushed back the tap on her coffee, eyes glancing up to Tony before snorting.

"What?"

"Nice getup."

"What? What's wrong with what I'm wearing?" Tony scoffed, looking down at his attire.

"You look like someone who's trying to hide. The black jacket, the dark sunglasses on inside… the hat…?" She gave him a look.

"Well excuse me, Miss I-wear-the-same-clothes-two-days-in-a-row," Tony scoffed, "The hair and the beard are what give me away in the public. I'm trying not to get attention drawn to me."

"Well you're doing a terrible job," May snorted, taking a sip of her coffee. She frowned as the bitter stuff slid down her throat, pushing away the cup in disgust.

"What the hell do they make their coffee with here? Wet concrete?"

Tony chuckled, looking at May. "Yeah, well. Suck it up, you clearly need it right now."

She shrugged a little before giving in and hauling the cup back. With a sigh, she finally looked back at him. "So… What about Peter did you want to talk about?"

Tony swallowed a bit thickly before finding it hard to look at her. "I'm worried about him…"

"Ditto…" May agreed. Her voice was blunt, but she watched Tony cautiously, as if he was going to give her the missing piece of the puzzle.

"You said you guys haven't been close lately?" Tony asked, finally making eye contact with her.

"Yeah…" She chewed her lip, keeping her eyes locked on him.

"And he's not going out as Spider-Man."

"Nope…"

Tony sighed a little. "Has he pushed anyone else away?"

May pursed her lips. "I mean… I don't think so. He still hangs out with his friends. In fact, they're going over to our place later…"

Tony nodded, pleasantly surprised.

"Why?" May asked, drinking her hellish coffee absentmindedly. The awful taste was forgotten as she focused solely on what Tony was saying.

Tony took a deep breath, holding it for a bit for puffing it out slowly. "I… I've just noticed lately that Peter seems to be withdrawn lately. And emotional. And quiet. And well…"

May waited, eyes boring into his soul.

"I've had some pretty big lows in my career as a superhero…" Tony admitted quietly, eyes shifting to the table. His fingers worked against the cup, slightly slower, but still steady.

"And… you think Peter's experiencing some lows." May finished for him.

Tony's gaze shifted up to hers again, his face stone cold serious. "Perhaps."

May nodded, frowning deeply.

"He has been pretty emotional lately." May noted softly. "Like… this morning, he started crying out of nowhere… and hell… Saturday night wasn't that great either."

"I seen him on Saturday," Tony said, "First time in the suit in over three weeks… FRIDAY notified me. I figured I should check in. And there was just… something off about him. He seemed really depressed."

May sighed, leaning back in her chair, cursing softly. "This is my fault, isn't it?"

"No! No… Miss Parker… Stop. This isn't about you, this is about Peter." Tony said sternly, moving his now empty coffee cup to the side.

"But I didn't accept the Spider-Man thing…" She whispered, "he stopped because of me."

"No," Tony stated blatantly. "Trust me, that kid doesn't listen. He's like a newborn puppy. He always does the opposite of what people say. You tell him to go left, he goes right. You know this, May. He's your nephew."

She sighed once again, running her hands through her messy hair. She was dead tired, stressed, and hell, wasn't she worried. Tony was making sense. How many times had Peter lied to her face to about where he was? Or how she'd tell him to go to bed and when she'd check in at 12, he wouldn't even be in his room? Peter was an absolute sweetheart. But Tony was right: he did have a rebellious streak.

"Okay… so… it's something else."

"I think it is…" Tony nodded.

May sighed, running her hand running through her hair. "So… what should we do?"

Tony smiled amusedly, "we?"

"Tony… seriously? You're the one that told me to meet you here today… And you didn't even buy my drink for me." She said playfully.

Tony chuckled slightly, watching as May Parker leaned back and proceeded to put her hair up into a messy bun. "You're in this just as much as I am now, and you know it."

"Well, realistically speaking, you've definitely put more time in than me and I can't see that changing… But, Peter will be over at my place a lot… And, he is a good kid."

"Yes, he is." May smiled weakly before sighing, getting back to business. "So, any ideas?"

Tony leaned forward, not even realizing he had stopped his nervous tapping. "Well, I can get FRIDAY to scan his vitals when he comes over next time. That way I can be alerted if anything happens when he's at my place."

"Alright, what about the suit?" May questioned, and Tony gave her look.

"Trust me, that bad boy has everything."

May just shook her head, slightly amused. "Well, he's not always in the suit and he's not always at your place. We're not going to have eyes on him all the time."

Tony pursed his lips, thinking. "You are right…"

May nodded and started to unlock her phone, checking for messages from Peter or work. "Well, on my end, I can try and get Peter to talk to someone."

"Wait, like therapy?" Tony tilted his head, curious.

"Yeah… Like therapy, why?"

"I'm just... surprised you came to that conclusion so quickly." Tony admitted, and May rolled her eyes.

"Peter's been in therapy before… Not that it's any of your business." She added the second part as an afterthought.

"What? Really?"

May looked down, "Yeah… uh, Ben… his uncle, passed away 7 months ago…" She said quietly.

"Oh! Oh… I'm sorry for your loss…"

"Yeah… I am too," May laughed sadly, staring at her coffee cup. "Peter took it really badly…"

She wiped at her eyes, and Tony frowned. "I didn't mean to bring up bad memories…" He started, and she just shook her head.

"No, No. Not your fault, Tony. I'm just tired and stressed and dealing with a possibly depressed teenage superhero… and God, Ben would still know exactly what to do if he were here. Meanwhile, I have no idea what to do. I have to call Ironman at 5 AM instead."

Tony's frown deepened. "You know, you're doing a great job… And there's no shame in needing help… Kids are hard."

"You don't even have kids," May stated bitterly, giving him a look.

"Yeah… But I've met yours…"

May couldn't help but laugh, which in turn made Tony laugh. May paused for a moment, watching Tony for an extra second before speaking, "You know, Tony. I think we're becoming friends."

Tony's lips twitched upwards slightly, "You know what? I think we are. How about, as friends, I buy you another cup of dirt?"

May smiled weakly, "I'd really like that."

* * *

Peter's study session was going smoothly.

He was sitting cross legged on his bed surrounded by a mound of physics assignments and scrap paper. Ned was lying on the floor, head buried in a text book and MJ was swiveling back and forth in Peter's desk chair as she read a novel, completely unrelated to the purpose of why she was invited.

"How are you not doing anything?" Ned asked bluntly, eyeing MJ as the chair squeaked for what seemed like the hundredth time in the past hour.

"Test's Thursday," She muttered, not even looking up from her book. "Still got time."

Ned sighed, giving his textbook a hard look before pushing it away in distaste. "Can't argue with that logic. Hey, Peter?"

Peter looked up from the notebook he was scribbling his workings into. "Yeah?"

"You got any snacks here?" Ned asked, "I kind of want Doritos."

MJ snorted, "When do you not want Doritos?"

"What's that supposed to mean?!" Ned exclaimed.

"Nothing. You just really like Doritos. I mean, the wrong kind of Doritos, but still…"

"Wrong kind? What's wrong with the orange ones?!"

"Uh, everything?" MJ finally looked up from her book at Ned in disgust. "The orange ones are disgusting."

"To be fair," Peter spoke up, "All Doritos are orange."

MJ scoffed again, "You know what we mean."

Peter smiled slightly, huffing as he moved his notes off his lap and got up to head to the kitchen. "I don't know if we have anything, but I can check."

He tiptoed carefully through all the school supplies on the floor and ducked out. He smiled to himself at hearing his friends argue over what flavour Dorito was the best: Cool Ranch or Zesty Cheese. It was a nice change of pace, really. He quite enjoyed the stupid arguments him and his friends got into, and just sitting around with them doing nothing in particular was much better than sitting in his room doing nothing in particular alone. He rooted around in the cupboards, finding an unopened bag of Tostitos. He shrugged, grabbing them and the jar of salsa from the fridge and heading back in.

"Alright, Tostitos and salsa!" He announced, finding a clear spot on the floor and plopping down. "And really guys. The red bag is the best. You can't go wrong with the original."

Both MJ and Ned frowned but found they couldn't argue. MJ slid off her chair to join them, taking a chip from the now opened bag and plopping it in her mouth. She screwed up her face. "How are these stale already?"

Peter frowned. "I don't know… Poor quality… Like everything I own."

MJ frowned but before she could say anything Ned spoke.

"They aren't stale if you put enough salsa on 'em!"

Peter managed a weak chuckle, "Thanks for trying Ned."

Ned stared for a second before taking another chip. "Did you see the pictures from Flash's party?"

"No, why?"

"Making conversation. Looked like a lot of people went…" Ned scooped salsa out of the jar.

"And we didn't get invited?" MJ asked in mock offense, taking another chip.

"You're friends with Penis Parker… of course you didn't get invited." Peter snorted with a weak smile.

"I think I'd rather get shot than spend any of my free time with Flash." Ned stated, and MJ laughed.

"Seconded."

"Third," Peter agreed, sitting up and taking a chip.

"Hey, you have sour cream?" MJ asked randomly.

"Sour cream? Yeah… In the fridge, why?" Peter looked at her funnily.

"Because sour cream and Tostitos is amazing." She stood, excusing herself as she went to raid Peter's fridge.

"You know, it's kind of funny how in love Flash is with you." Ned chuckled.

"What do you mean? He literally calls me a penis everyday." Peter retorted, taking another chip.

"Yeah… but I mean, he's obsessed with Spider-Man. Like, I'm pretty sure he'd eat his own shit to meet him… and you ARE Spider-Man." Ned explained, still laughing.

"Hey, can you maybe not… talk so loud…" Peter whispered, eyes darting to the slightly open door. "Not everyone _knows_."

"Dude, you haven't told MJ yet?" Ned stared at him.

"Why would I? She doesn't need to know…" Peter shrugged, focusing his attention on his chips.

"I'm just surprised. You suck at keeping secrets," Ned popped another chip into his mouth.

"What?! No, I don't!" Peter exclaimed.

"Come on, Pete. I found out, May found out…"

"You only found out because you were in my room for no apparent reason in the middle of the night!" Peter hissed.

"I would've found out eventually…" Ned insisted, smirking. He rubbed his hands together before leaning back.

"I kept it from you for 6 months." Peter mumbled bitterly.

"Only 6 months though."

Peter rolled his eyes, sighing. Ned looked at him carefully.

"So… Do you think you'll ever be Spider-Man again?" He asked quietly. "It has been a month…"

Peter's eyes shifted to where he had poked his suit away prior to his friends coming over. He shrugged miserably. "I don't know, honestly. I have mixed feelings about it."

"Why though? Everyone loves you!" Ned gushed, and Peter gave him a serious look, before looking to the door, trying to guess how much time it would take for MJ to get back.

"Ned," He sighed, speaking in a hushed tone. He normally told Ned everything, but he had held back on sharing all the information about homecoming night… Or that he hadn't gotten a good night's rest unless he did something drastic like starve himself all day. "You… wouldn't get it…"

"I wouldn't get it? Are you serious? Peter… I'm your best friend. I know that a lot of shit went down that night. I was there for a bit of it, remember?" Ned reminded him, and Peter shrugged.

"Remember? This dude literally _THREW A BUS AT YOU?!_ "

"Ned! Shhh!"

"Peter, I know that I don't _get it_. Alright? I just… I'm worried about you."

Peter dropped his head, sighing. "Yeah… I've been hearing that a lot lately…"

"And I'm here for you. And you're totally entitled to keeping what happened to yourself, but you also can't just bottle it up, man."

Peter swallowed, and the door cracked open a second later and MJ slipped back inside. "What are you dorks talking about? You guys look like someone just kicked your puppy." She plopped back down.

"Spider-Man," Ned answered honestly despite the death glare Peter was giving him.

MJ nodded slowly, scooping a dollop of sour cream onto her chip before shoving it into her mouth in one bite.

"That's disgusting," Peter grimaced, and MJ just rolled her eyes.

She ignored him, grabbing another chip and doing the same. "So, what's your nerds' theories about Spider-Man?"

"Huh?" Peter looked at her funnily.

"Like… Why do you think he just disappeared off the face of the Earth?"

Ned and Peter exchanged a look before Ned spoke.

"Maybe he's just taking a vacation? I heard Venice is nice this time of year…"

MJ snickered before nodding, "Well, I hope he comes back soon."

"Really? I thought… you thought he was stupid?" Peter asked hesitantly.

"Well I mean, I didn't really get the _hype_ until we went on that trip for decathlon." She explained. "Man, it was so cool. He just climbed up the Washington Monument like it was nothing, did this huge flip off of it OVER a helicopter… It was liberating."

"Yeah… That man saved my life," Ned said softly. "And well, everyone's life really."

"Yeah… I forget how traumatized everyone on our decathlon team is sometimes," MJ said bluntly.

Ned laughed, "Yeah. But you know, everyone got paid therapy sessions from the school because of it. And I think it would've been a hell of a lot more traumatizing if Spider-Man hadn't shown up."

Peter didn't speak up, collecting chips in his hand and cautiously dipping one into the sour cream container in MJ's hand.

"So, Peter," MJ turned to him, lips twitching into an amused smile as she seen him testing out her theory. "Do you actually know Spider-Man?"

"I… Well, I've met him a couple times." Peter said with a shrug.

"Any idea why he'd take a break?" She asked, her eyes never leaving him. Peter swallowed a little, wondering if, maybe, she already knew.

"Well, I mean. Everyone needs a break sometimes, right?" Peter didn't break eye contact with her, slowly moving the chip up towards his mouth before plopping it in.

MJ shrugged, "Yeah… I guess you're right. Well, I hope he comes back sometime soon. There's been a string of robberies in my neighbourhood, and I don't know, I'd feel better if I knew he was around."

Peter nodded, chewing thoughtfully. "Salsa's still better, by the way."

MJ rolled her eyes, "Boys… all you ever do is think about food."

"That is not true!" Ned declared, "We also think about girls and video games."

Peter laughed at Ned beaming at his contribution and MJ once again rolled her eyes.

"Hey, you're the one that chooses to hang out with us," Peter reminded her, throwing another chip in his mouth.

MJ shrugged, unable to help smirking, "Honestly, you guys are just a tad bit more bearable than everyone else in our dumb high school."

"Ah, well same to you, Michelle Jones. Same to you," Ned said, smiling.

As they all continued to snack on chips and talk about everything and anything, Peter had a little inkling of hope that things were finally going to start looking up for him. His eyes quickly shifted to where the Spider-suit was hidden, and a small smile crept onto his face before he looked back at his friends. Suddenly, Peter didn't feel nearly as trapped or alone in his situation anymore.

* * *

 **Alright, sorry it's not too action filled or dramatic, but I really liked how this chapter went and I hope you guys did too. Sometimes the most perfect things are the ordinary things, right?**

 **Thanks for reading! I know I already said this, but it means a lot!**


	6. Chapter 6

**Hey guys. I am sorry to have been kept you guys waiting, but I have finally regained my inspiration and motivation for this fic! I personally think it's coming along pretty well, even if it is coming along slowly. Thank you guys so much for all the reviews! I've noticed a few guests have written reviews and if you guys end up coming back to this story, I have a few things in store regarding Peter and MJ :P**

 **Alright, well enough of my ramblings. Thanks to everyone that is still sticking around and favouriting, following and reviewing. Your patience is amazing and I really appreciate it.**

 ***** NOTE: I haven't seen Avengers Endgame yet (I know, I'm really late to the party XD) So if you guys do decide to review, can we try to keep spoilers nonexistent? I'd really appreciate it!*****

* * *

Chapter 6

The following Thursday was stressful for Peter. Not only did he have a physics test, but May also had made him an appointment to see his old therapist: Dr. Fitzpatrick. Peter bitterly bit into his apple as the thought crossed his mind once again. He was having a really hard time distracting himself from it. It was lunch time and his friends were gathered around, cramming for the exam next period, and here Peter was, stuck in an endless loop of impending doom as he imagined every possible scenario of walking into that office later that evening. He had hated those therapy sessions from the very beginning with a burning passion. He hated how he always felt uncomfortable and oddly exposed when he sat across from the older man. Being someone who hid a lot of things from people, he didn't quite enjoy Dr. Fitzpatrick's eyes boring into him, trying to extract his deepest thoughts and emotions through simple, but heavily loaded questions. Peter always felt paranoid that he would say too much, or that his therapist knew more than he let on. It always put the fifteen-year-old at unease.

Peter hopelessly looked around for a distraction, his eyes landing on the teenager sitting across from him hunched over her physics notes. MJ had barely touched her lunch since they had sat down. Her eyes were constantly glued to the pages in front of her, her lips moving as she read the words in a hushed voice. Her hair was pulled back into her usual ponytail, but a few curls hung to frame her face. Peter felt a small smile creep onto his face before he took another bite of his apple and he shifted his gaze before she could catch him staring.

Ned, however, was watching him carefully. Once Peter and him made eye contact, Ned gave him a weird look but didn't mention anything about it. "You know, MJ, if you aren't going to eat your mozzarella sticks, I can take them off your hands."

MJ jumped slightly when Ned addressed her before absentmindedly pushing her tray towards the two of them. Ned happily helped himself to a mozzarella stick before nudging Peter and nodding to the concentrated girl in front of them, trying to get him to say something.

"Hey MJ… Why are you so… you know, worked up over this test?" Peter asked somewhat awkwardly, taking a mozzarella stick for himself as well.

"I just want to make sure I know everything," She mumbled, not even looking up at them while she spoke.

"Yeah, but it's not like you to—"

That struck a nerve and MJ looked up, her eyes narrowed. "I've been hanging out with you guys for a month. You guys don't know me." She snapped, cutting Peter off.

Peter let his mouth drop, bringing his hand up to his heart as if she had shot him. "Ouch..." He winced, trying to be funny.

MJ just let out a soft sigh before letting her shoulders slump. "I'm sorry… It's just… this week has been stupid."

"Yeah… I feel that," Peter mumbled sympathetically. Ever since Sunday, his aunt had been hovering worse than ever. She was constantly checking in on him and overfeeding him as if he were a pet fish she almost killed on accident. While it was appreciated, and Peter knew she was doing it out of love, as a fifteen-year-old boy he really needed some time away from it all. It honestly made him want to crawl back into the Spider-suit and swing away from everything… But… not yet.

"At least you're good at physics," MJ grumbled.

"You're head of the decathlon team. What are you talking about?" Ned interjected, staring at her like she had ten heads.

"Yeah. And you're normally so calm and collected about school," Peter added.

MJ huffed in annoyance. "Guys... Love what you're trying to do but stop." And with that, she stood, grabbed her stuff and stormed off without another word.

"MJ—" Peter started to stand, but Ned stopped him.

"Dude. Let her go," Ned said, although he was also frowning at her sudden exit. "She clearly doesn't want to talk to us right now."

Peter slunk back down on the bench, sighing. "I just want to make sure she's okay."

"She's Michelle Jones. If she's not okay, she'll be okay in a bit." Ned shrugged. Peter's frown deepened. He didn't like that logic.

"So… when did you start liking MJ?" Ned asked out of nowhere.

"What?!" Peter's head whipped over so he could gawk at Ned.

"Come on man. You're all googley eyed over her," Ned said with a soft chuckle.

"What?! No, I'm not!" Peter exclaimed, feeling his ears get hot.

Ned only laughed in response.

"Dude! Seriously, I don't like MJ like that." Peter started, but Ned gave him a knowing look.

"Okay… Whatever you say, Pete." Ned smirked, finishing eating.

"I don't like her," Peter whined again, but Ned just laughed in response again.

Soon enough, lunch was over. The bell rang, and students began to head back to their classes. Peter sighed, dumping his tray before swiping a free apple from the lunch counter and heading toward the room where his physics test was being conducted. As he walked into the classroom, he seen MJ in the back. Her nose was still buried in her notes, trying to get in some last-minute cramming. Peter took a deep breath before starting back. It felt weird to walk to the back of the class, as he always took a seat in the middle of the room. MJ looked up at sensing Peter walking toward her, and they made eye contact. Peter cleared his throat, laying the apple on the corner of her desk. She glanced down at it, before looking up at him with a raised brow.

"You didn't eat any lunch," Peter said sheepishly, giving a weak shrug. "I just thought… maybe you'd want something."

She didn't say anything, which made Peter fidget nervously. "Well, I better get back to my seat… before the test starts... uh, yeah. Okay. Good luck!"

He walked back up to his desk, feeling incredibly awkward. He slid into his seat, keeping his eyes to the front. He knew if he looked back at MJ, it would make things even more awkward. And if he looked back at Ned, Ned would be smiling like an idiot, taking his act of kindness as more evidence that he liked her more than friends. Peter took out his pencils and calculator, situating them on his desk as his thoughts wandered. Yeah, he liked MJ. But that didn't mean he _liked_ liked her. Guys and girls could be friends. He didn't quite understand why Ned would insinuate he liked her more than friends. Friends laugh at each other's jokes and help each other with homework and studying. And friends hang out and text all the time. And friends even notice when their other friend is attractive, but that didn't mean he was _attracted_ to MJ. Ned needed to get his head out of his ass.

* * *

Peter huffed a little, taking the exam handed to him and handing the rest of the pile back down the row. His eyes quickly glanced over to MJ, and his lips twitched upwards into a small smile as he seen her taking a bite out of the apple that he procured for her. He turned back around in his seat, letting his mind clear and beginning to focus on the paper in front of him.

Peter finished the exam relatively early. Physics always had been a breeze for him, even though he liked chemistry more. The rest of the afternoon was a blur, and suddenly the bell was ringing, dismissing him for the day. Although the physics test was over, Peter couldn't help but feel on edge. He did not want to go see Dr. Fitzpatrick. It wasn't that Dr. Fitzpatrick wasn't a good counsellor; the man was astounding at his job. The problem, however, **was** that the man was _astounding at his job._ Peter would go into the room with a feeling of dread to sit down in a comfy chair with a psychotherapist that would make Peter feel like his problems were the only problems that mattered in the world. And Dr. Fitzpatrick always knew that Peter was holding back, and Peter absolutely hated that about him. He hated that Dr. Fitzpatrick could read people so easily. Dr. Fitzpatrick always let him lead the sessions, but it made Peter uneasy because he could tell that Dr. Fitzpatrick knew Peter wasn't always telling the truth. It made him feel like he only had this illusion of control.

As Peter let his thoughts roam about the uncomfortable experience that was attending therapy sessions his aunt couldn't afford, his stomach twisted into even more knots. He knew his anxiety had increased tenfold since the Vulture incident and he was almost sure Dr. Fitzpatrick would be able to smell it off him like a hound before he even got into the room. Peter shifted from foot to foot and watched with bated breath as the city bus pulled up and stopped right in front of him. He slowly exhaled in time with the doors opening and hopped on, paying the fare and seating himself in the first empty seat he could find. He sighed as he sat down, glancing out the window as the bus slowly started to move forward on its journey. His eyes flickered to the school doors being opened, a familiar face appearing through them: MJ. Her hair was still tied back into that messy ponytail, curls framing her face perfectly. Peter could almost swear that she was crying, but he couldn't quite be sure as she was looking towards the ground. Peter's body turned as he tried to keep watching MJ while the bus took off. His frown deepened and he hauled out his phone, his fingers hovering over MJ's contact. He leaned back in his seat, opening the texting application for her. What… would he even say?

 _Hey. I seen you crying, and I wanted to make sure you were okay?_ No. No, he couldn't type that. That would make him seem like a huge creep. God, why was he overthinking this so much? He quickly typed a new message before hitting send.

 _"Hey. Hope physics didn't kick your ass too hard. :P" –_ _ **Peter**_

Peter reread the message. Was that too insensitive to say? If she was crying, could it have been because of the physics exam? God, he made a mistake. She would never want to talk to him again. God, can he delete text messages? Peter peeked back down at his phone, his hopes falling as he read the word "delivered" under the message. It's too late now. He closed his eyes, resting his head against the window. He tried to listen to the sounds of the city in a weak attempt to distract himself. He could hear all the sounds of the city as the bus drove through the streets. The traffic. The quiet murmurs of people on the streets. Dogs barking. He tried to think of anything else instead of his stupid appointment and the paranoia of losing a valuable friendship because of a text message that was meant to be harmless. He's clearly overthinking things, right? But then why didn't she reply? Peter sighed, opening his eyes. He pressed the home button on his phone, staring down at his screensaver. No notifications. He shook his head, diverting his attention to the busyness of New York outside his window. He spent the rest of the ride trying to keep his brain occupied from the unsettling ideas derailing his train of thought.

It didn't take much longer for the bus to arrive in the area of the city that Peter needed to get off. He tugged on the string, alerting the bus driver to stop and hopped out of the vehicle after calling out a thanks to the driver. Not enough people thank bus drivers in this city, Peter thought to himself as he headed in the direction of the clinic. His anxiety started to set in once again. He hadn't seen Dr. Fitzpatrick in months. He was supposed to be making progress, but he didn't think he had. In fact, things had only seemed to have gotten worse for him, but he didn't really want to disclose this to a stranger in a comfy armchair. He made his way up the steps, hesitating at the door. He hauled out his phone, checking to see if MJ had messaged back one last time.

No new messages.

* * *

Dr. Fitzpatrick's room looked exactly as Peter remembered it. The walls were still their glum shade of blue, the hardwood floor the same dark mahogany it had been when Peter had walked in here just seven months ago. Dr. Fitzpatrick looked up from his desk, smiling at him.

"Peter! Great, just in time! Take a seat!" He exclaimed enthusiastically while he gestured to the navy couch just a few feet away from his desk, the matching arm chair directly across from it. Peter tried to relax his shoulders, wiping his sweaty palms into his jeans as he crossed the room. He knew the second he sat, Dr. Fitzpatrick would get up from behind his desk and move to the armchair in an attempt to make the situation more casual and relaxing. But Peter was anything but relaxed.

"You seem a bit tense, rough day?" Dr. Fitzpatrick asked, doing exactly as Peter suspected as he got comfy on the couch. The man moved to sit in the chair, his black notebook in one hand and his thermos in the other. He took a small sip from the thermos, waiting for Peter to answer.

"It's been okay. Physics exam," Peter explained with a weak chuckle, although deep down he knew the knots in his stomach had nothing to do with physics.

"Awe, physics." Dr. Fitzpatrick said with an approving nod. A few beats of silence past between them before Dr. Fitzpatrick spoke again.

"So, why did you want to see me today, Peter?" He asked, shifting around in his chair to become the laidback listener he always seemed to be. His gaze was serious, making Peter shift his eyes to the floor.

"To be honest, I didn't want to," Peter admitted, making eye contact briefly. "My aunt insisted that I come."

"Your aunt really cares about you," Dr. Fitzpatrick noted, and Peter nodded in agreement.

"She really does," Peter said, a slight sigh escaping.

"You say that like it's a bad thing," Dr. Fitzpatrick stated with a tilt of his head.

"It's not a bad thing."

"You don't sound convinced, Peter."

"I just know these sessions are useless and a waste of time and money," Peter couldn't help but blurt out, biting his lip once he realized his outburst. "No offense."

"None taken." Dr. Fitzpatrick said with a tight smile, scribbling down on his notepad. Peter had to resist the urge to roll his eyes.

"Well, you're here. And I am here. It's only for an hour. Why don't we make the best out of it?" Dr. Fitzpatrick suggested, giving Peter a more genuine smile. Peter nodded slowly. It would be a complete waste of money to sit here for an hour and have a staring contest with this man.

"Is there anything you want to talk about? Anything bothering you?" Dr. Fitzpatrick prompted.

"Not… really."

"You hesitated. Come on, Peter. You already know everything that happens in this room stays between me and you. Patient confidentiality, remember?" Dr. Fitzpatrick tried another smile, but Peter was making it hard to lighten the mood even a little. After a bit more silence, Dr. Fitzpatrick sighed himself and adjusted his glasses on his nose.

"How are things with your aunt?" Dr. Fitzpatrick blatantly asked. Peter looked away.

"They're okay. I know she's really worried about me," Peter said softly.

"You have suffered a tragic lost in your family. Grief can be a very long, difficult process," Dr. Fitzpatrick said with an affirmative nod. "It makes sense for your aunt to be worried."

"Yeah, but I'm grown, you know?" Peter tried to explain.

"You're fifteen Peter. Am I correct?"

"You are… But I'm not a kid. I can take care of myself. My aunt spends so much time babying me that she's not looking after herself." Peter stated bitterly.

"Maybe that is how your aunt copes. Grief takes many forms, maybe concerning herself with you keeps her mind occupied."

"Yeah. But it's not fair! I try so hard to make things easier for her and she just turns around and makes things complicated for the both of us. She stresses herself out way too much when it comes to me, and I mean… I get why, but I don't know…"

"When people say they don't know… they often do _know_." Dr. Fitzpatrick gives Peter a sheepish grin, scribbling notes.

Peter sighed loudly, "I don't know how to say it."

"Do you want to say it?" Dr. Fitzpatrick asked.

"I mean… I have to say stuff, don't I?"

"You don't have to talk about anything you don't want to talk about, Peter. You're in control here."

Peter sighed again, keeping his mouth shut as he tried to think of a way out of this conversation.

"Why isn't it fair?" Dr. Fitzpatrick prompted again after Peter had been quiet for too long.

"Why isn't what fair?" Peter asked, visibly irritated.

"Why isn't your aunt worrying about you fair?" Dr. Fitzpatrick clarified.

Peter bit his lip. "It's not fair that she is always worried. She doesn't deserve to be worried all the time."

"And you feel responsible for that?" Dr. Fitzpatrick asked.

"What? No! Well, I mean. Sort of…"

"Why?"

"Because… I cause so much of her worrying even though I'm trying not to. I try to do my best in school… I try to keep myself occupied and out of her hair… and I've been keeping myself out of trouble… and she's still worrying."

"Well, her worrying shows she cares about you. She is your guardian after all… and the death of your uncle was hard on both of you… are you sure you don't want to talk about that?" Dr. Fitzpatrick asked.

"No." Peter stated bluntly. "I don't want to talk about that."

"Understandable. You're in control. We don't have to…" Dr. Fitzpatrick repeated, giving Peter a knowing nod.

"So, a lot of this conversation has been focussed on your aunt… not you." Dr. Fitzpatrick mentioned after reviewing his notes.

"Yeah, I guess."

"How're you feeling, Peter?"

"I'm fine."

"I get the feeling you've been saying that a lot."

"I have."

"Are you really fine?"

"Yep."

"Okay… Nothing new or interesting going on?"

"Not really."

"No exciting trips? No new girlfriends? Boyfriends? Friends in general?"

"Nope. Nothing new."

Dr. Fitzpatrick almost looked disappointed. "Peter, why do you never want to talk about anything?"

"Why do you always insist we talk about things?" Peter snapped back.

"I'm a psychotherapist. It is my job," Dr. Fitzpatrick hit him with another sheepish grin, one that Peter did not return.

"I think it would be good for you to talk about some things. Get them off your chest. It's not good to bottle everything up, you know?"

"I have heard that a few times."

"Peter." Dr. Fitzpatrick stared at him seriously. "Do you really want to waste your time here avoiding my questions?"

"I'd rather not be here. Period."

Dr. Fitzpatrick took a few more notes before glancing up at the teenager sitting across from him. "The door is right there if you want to leave and end early."

Peter stared at the door, but he could already hear his Aunt May screaming at him for leaving early. Therapy wasn't cheap and his aunt forked out a great deal of cash for him to be here.

"I don't know how talking about things is going to help me…" Peter admitted quietly.

"Why don't you give it a try? You're in control of the conversation, Peter. You don't have to feel obligated to tell me everything. You can even start with something small and we can work from there." Dr. Fitzpatrick said gently, staring at Peter with softened eyes.

"That makes it sound like you're expecting me to come back." Peter snorted.

"Only if you want to," Dr. Fitzpatrick nodded. "So, let's begin?"

Peter slowly began to open up to Dr. Fitzpatrick. He talked about uncle Ben and aunt May and what life had been like six months ago, casually forgetting to mention the spider bite and his not-so-newfound powers. He reminisced mostly, talking about the good memories and slowly moving into how much he missed his Uncle Ben.

"I have nightmares sometimes," Peter admitted quietly.

"Of your uncle Ben?" Dr. Fitzpatrick asked, seeming incredibly intrigued.

"Yeah, sometimes. I can't help but imagine the situation."

"Your uncle died from a breaking and entering?"

"Yeah…" Peter stared down at his hands. "It's hard to talk about… or think about…"

"We don't have to talk about it if you don't want to…" Dr. Fitzpatrick repeated once more, but Peter could feel the therapist's energy enveloping the room; Dr. Fitzpatrick was excited for this breakthrough. But the feeling put Peter at unease. He said too much during this session, hadn't he? The feeling of being exposed made Peter put up his walls again.

"I think we should stop here." Peter managed to squeak out. His voice sounded pathetically weak to his own ears and he forced a smile for the man staring at him from only a few feet away.

Dr. Fitzpatrick nodded slowly, his face falling in disappointment as he glanced down at his watch to check the time. "Well, we do only have five minutes left. Not really much time to unpack anything else…"

Peter nodded in agreement, starting to stand from the couch. He couldn't get out of that room fast enough. "Thank you for listening, Dr. Fitzpatrick!"

Dr. Fitzpatrick rose from his armchair too, shaking Peter's hand before he headed to his desk. Peter was almost out the door when he heard the therapist speak up again.

"Peter, before you go…" He rooted around in a drawer before hauling out some sheets and handing them to Peter, "I do recommend you trying some of these techniques when you're feeling sad or anxious… Not all of them work. It differs from person to person, but I think they could be beneficial."

Peter slowly took the worksheets, mumbling a small thank you. Dr. Fitzpatrick smiled widely before opening the door for Peter. "I do hope I'll be seeing you again, Mr. Parker. May I ask if this was helpful at all?"

Peter bit his lip, feeling like he was under a microscope the way Dr. Fitzpatrick was staring at him. "Yes, Doc. It was a bit helpful," Peter admitted quietly, trying to maintain eye contact to seem entirely truthful. "Sorry about being so hard to get along with."

"It's nothing," Dr. Fitzpatrick chuckled. "Take care of yourself now, Mr. Parker."

Peter finished up his goodbyes with the therapist before heading out once again. Once he made it out of the building, he started down the street and tried to understand the emotions he was experiencing. Honestly, he was feeling a bit better. It was hard to talk to people about his uncle Ben without getting sympathetic smiles and unhelpful comments. So, he didn't really talk about him. But that didn't mean Peter didn't miss him or that he didn't want to talk about him. And it was nice to be able to finally confide in someone that he was having nightmares. He just wished that someone wasn't a middle-aged man with a PhD in psychology that charged an arm and a leg per session. He sighed, starting to head back to the bus stop so he could get home. He took out his phone, just to check the time, and was delighted to see a message in his notifications:

" _The only thing that got its ass kicked today was that stupid exam. I don't want to look at my physics textbook for the rest of my life :(" –_ _ **MJ**_

Peter laughed quietly to himself, noticing MJ had sent that message about a half hour ago. He quickly texted back.

" _That bad, huh?" –_ _ **Peter**_

Peter made it to the bus stop, pocketing his phone when he felt the vibration of it against his leg. He slipped it back out to check the new message.

" _Bearable. Hey, weird request, but do you want to grab a milkshake with me? It's been a rough day and it'd be nice to sit and talk with a friend for awhile" –_ _ **MJ**_

Peter felt his heart flutter. He texted back as fast as he possibly could.

" _Yeah! Sure, where do you want to meet?" -_ _ **Peter**_

* * *

 **And scene. I know it's not action filled and probably not the best thing to post after going AWOL for months, but it is what it is. Hopefully you enjoyed! Thanks for reading!**


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